t-Minus10 Program Agreement

T-10 Program Agreement

Version 1.1

Effective Date: February 12, 2022

Last Updated Date: May 6, 2022

PLEASE READ THIS T-10 PROGRAM AGREEMENT (THE “AGREEMENT”) CAREFULLY. BY CLICKING ON THE “I ACCEPT” BUTTON AND/OR COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2) YOU AGREE TO THE T-10 PRIVACY POLICY, WHICH CAN BE FOUND AT: https://learn.synctera.com/open/docs/t-minus10-privacy-policy , (3) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH T-10, (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE COMPANY (THE “CLIENT”), AND TO BIND THAT ENTITY TO THE TERMS OF THIS AGREEMENT, AND (5) CONSENT TO CONTRACT ELECTRONICALLY AND UNDERSTAND THAT YOUR ACCEPTANCE OF THIS AGREEMENT CONSTITUTES YOUR SIGNATURE TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THIS PROGRAM. T-10 AND CLIENT EACH WILL BE REFERRED TO AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES”. THE EFFECTIVE DATE SHALL BE THE DATE CLIENT FIRST CLICKS TO ACCEPT THIS AGREEMENT.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY T-10 IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, T-10 will make a new copy of this Agreement available at the website and within the application and any new supplemental terms will be made available from within, or through, the affected service on the website or within the application. T-10 will also update the “Last Updated” date at the top of the Agreement.  Any changes to the Agreement will be effective immediately upon posting. Client’s continued use of the website following the posting of changes will mean an acceptance and agreement to the terms.  T-10 may require Client to provide consent to the updated Agreement in a specified manner before further participation in the program is permitted.  If Client does not agree to any change(s) after receiving a notice of such change(s), Client must immediately stop participating in the program and return all cards issued thereunder.  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. Account Registration.
   1. To obtain access to the Services, Client must register for an account (“Account”) and provide certain information requested by T-10. When registering with T-10, Client must: (a) provide true, accurate, current and complete information and (b) maintain and promptly update registration or profile data to keep it true, accurate, current and complete. Client is responsible for maintaining the confidentiality of Account log-in information and is fully responsible for all activities that occur under Client’s Account. Client agrees to immediately notify T-10 of any unauthorized use, or suspected unauthorized use of Client’s Account or any other breach of security.
   2. Client shall promptly deliver to T-10 (and T-10 may share with the Sponsoring Bank) within a commercially reasonable timeframe complete and correct copies of all of the items T-10 reasonably requires to perform its initial and ongoing due diligence review of Client and any potential subcontractors. The information furnished to T-10, subject to any limitation stated therein, will fairly represent the financial condition, operations and data security controls of Client and/or the subcontractor at the time the same are furnished, and all other information, reports and other papers furnished to T-10 will be, at the time the same are furnished, accurate and complete in all material respects and complete insofar as completeness may be necessary to give T-10 a true and accurate knowledge of the subject matter. T-10 cannot and will not be liable for any loss or damage arising from Client’s failure to comply with the above requirements. Client acknowledges and agrees that either T-10 or the Sponsoring Bank may request a report on Client from a credit reporting agency or other agency, and such report may be reviewed by T-10 or the Sponsoring Bank in connection with this Agreement.
   3. Registering for an Account does not give Client any right to participate in the Program or receive the Services. The term “Program” means the bank sponsored program set forth on Schedule A. The term “Services” means the services provided by T-10 to support Client’s participation in the Program as set forth on Schedule A. Once T-10 receives Client’s Account information, T-10 will review such information and also share such information with T-10’s Sponsoring Bank in order to determine whether Client is eligible for participation in the Program. Client hereby consents to T-10’s sharing this information with T-10’s Sponsoring Bank. The determination of eligibility shall be in T-10’s (and T-10’s Sponsoring Bank’s) sole discretion. T-10 may reject Client for any reason whatsoever and Client may not access or otherwise participate in a Program or use the Services if Client has been rejected. If Client is approved, T-10 will notify Client of that fact and once notified, Client’s participation in the Program and receipt of Services is governed by this Agreement. The term “Sponsoring Bank” or “Sponsor Bank” shall mean the bank that is operating the Program through T-10 as identified in Schedule A. Please note, that the Sponsoring Bank is a third party beneficiary of these terms.
   4. By registering for an account Client agrees that T-10 may share your information with the Sponsoring Bank and you acknowledge receipt of and agree to the ’terms of Sponsoring Bank’s privacy policy which can be found at: https://synctera.com/liftoff-documents, which is hereby incorporated into this Agreement by reference (the “Sponsoring Bank Privacy Policy ”). Any inconsistency between this Agreement and the Sponsoring Bank Privacy Policy to be governed by this Agreement.
2. Program Registration and Acceptance.
   1. Program Start. T-10 will review Client eligibility for the Program and notify Client in writing if it qualifies and is accepted into the Program. Once approved and accepted for the Program by T-10, Client may access the Services for the Program.
   2. Services. T-10 will provide certain identified Services to Client in support of the Program as identified in Schedule A. In some cases, those Services may be provided by a third party (a “Third Party Provider”) and Client hereby acknowledges and agrees that T-10 may share any Client data and employee data with such Third Party Providers (and the Sponsoring Bank and Synctera, Inc.) and Client shall obtain all necessary consents and authorizations for the sharing of such data. In addition to any terms in Schedule A, use of certain T-10 Services require Client to agree to certain supplemental terms as set forth on Schedule C and Client hereby agrees to such supplemental terms.
3. Program Generally. In addition to the supplemental terms in Schedule C for the Program, the following terms apply to Client’s participation in any Program.
   1. Purpose. The purpose of this Agreement is to offer the Program for purposes of testing Client’s systems and readiness for handling debit cards issued by the Sponsoring Bank. The Parties acknowledge and agree that, recognizing this testing purpose, the Program and cards may or may not work as intended. The Program is for one or more business card accounts issued to Client. No consumer cards will be issued. As a result, the parties acknowledge that each card account and card will not be subject to the Electronic Funds Availability Act or Regulation E promulgated by the Consumer Financial Protection Bureau to implement such Act. Authorized users of the cards are limited to Client’s employees only.
   2. Provision of Cards to employees. Cards will be provided to Client’s employees as directed by Client subject to Client’s and their employees’ agreement to the terms set forth in Schedule B (the “Card Terms”), which are hereby incorporated into this Agreement by reference. Client shall present the Card Terms to employees and obtain its employees’ agreement to the Card Terms, in such form and manner as the Sponsoring Bank and/or T-10 may require. Client also shall obtain such additional agreements of the employees or provide such additional documentation to the employees as the Sponsoring Bank and/or T-10 may require. Replacement or renewal cards can be issued until Client or the employee advises T-10 or the Sponsoring Bank to stop issuance of the card. Client shall be responsible and liable for payment of all amounts charged to the cards issued under the Program, except for charges resulting from unauthorized use of the card (i.e., card transactions that do not benefit the Client and that was incurred by someone who was not a Client employee or who did not have actual, implied or apparent authority to use the card).
   3. Limitations. Client acknowledges and agrees that: (a) cards may be canceled or suspended by the Sponsoring Bank or T-10 at any time for any reason; (b) the Program may be suspended and/or canceled by the Sponsoring Bank and/or T-10 for any reason; and (c) cards may only be used for the purchase of goods and services on Client’s behalf and in accordance with Client’s policies for its employees.
   4. Spending Limits. Client acknowledges and agrees that the Program and cards will have the spending limits set forth on Schedule A. Either T-10 or the Sponsoring Bank may change the spending limits at any time by providing Client notice of that fact and once notice is given the new spending limit shall be imposed. The monthly spending limit on the card account is applicable to aggregate dollar amount of all transactions charged to all cards during each billing cycle. Once this monthly spending limit has been reached for a billing cycle, all card privileges are suspended until the beginning of the next billing cycle and authorization for any card transaction that would exceed monthly spending limit will be declined. Neither T-10 nor Sponsoring Bank shall be required to accept transactions in excess of the spending limits. Client will notify its employees of the existence of a monthly spending limit on card account and of the consequences of exceeding the monthly account limit. Client acknowledges that if authorization for any card transaction is declined based on exceeding on the spending limit on the card account, the applicable merchant may be notified of the reason for the decline of the authorization request. In addition, other limits on use of cards may be imposed by T-10 or the Sponsoring Bank based upon dollar amounts charged to the card or cards per billing cycle, the type of merchant establishments at which card transactions may be incurred or other parameter specified by T-10 or the Sponsoring Bank, and T-10 will notify Client of any such additional limits which will be effective as of the date of the notice. Client is liable for any card transactions that occur, notwithstanding that they exceed or override monthly spending limit on the card account or any other limit on card use, except for unauthorized card use (see above definition of unauthorized Card use).
   5. Sponsoring Bank Oversight and Control. Client hereby acknowledges and agrees that (a) except as otherwise expressly provided in this Agreement, T-10 and the Sponsoring Bank shall have full control and continued oversight over the Program in accordance with this Agreement, including without limitation all policies, activities and decisions with respect to the Program; and (b) the products and services offered under the Program are products of the Sponsoring Bank. Client recognizes and acknowledges that the Sponsoring Bank shall retain decisional authority and control over the Program in all material respects, and that Client shall not implement any changes to any aspect of the Program except as expressly stated in this Agreement. The Sponsoring Bank and T-10 shall have the final determination as to any changes that may be required or advisable with respect to the Program.
   6. Authorized User Approval. Client employees shall be approved and qualified for purposes of participating in a Program, consistent with the Sponsoring Bank’s and T-10’s then-applicable standard policies and procedures that are provided to Client, which, if required by applicable law due to the nature of the Program, may include but not be limited to employee information collection and identity verification. Sponsoring Bank and T-10 reserve the right to deny approval for any employee in accordance with applicable law, and Client agrees to cooperate with Sponsoring Bank and T-10 in the employee approval or denial process.
   7. Establishment of Program Accounts. The Sponsoring Bank shall set up and maintain various program accounts as the Sponsoring Bank may deem necessary and appropriate in connection with operation of the Program in accordance with this Agreement (each a “Program Account”).
   8. Set-Off. In the event of any failure by Client to perform any of its obligations hereunder, the Sponsoring Bank and/or T-10 shall have all rights and remedies available to it at law or in equity except as otherwise provided herein. Without limiting the generality of the foregoing Client grants to the Sponsoring Bank a security interest in, and acknowledges that the Sponsoring Bank shall have a contractual and statutory right of set-off against, any and all Program Accounts or other accounts, Program revenues, funds, monies, and other properties of Client, at the Sponsoring Bank or which come into possession of the Sponsoring Bank including, without limitation, any fees payable by the Sponsoring Bank to Client, pursuant to this Agreement, for the purpose of satisfying the obligations of Client hereunder. Client agrees that none of Client’s deposits at Sponsoring Bank shall be considered “special” deposits unavailable for set-off by Sponsoring Bank unless Sponsoring Bank has specifically so agreed in a separate writing. Client further agrees that the rights and remedies of Sponsoring Bank described herein are in addition to all other rights which Sponsoring Bank may have at law or equity.
   9. Program Modification. In the event that T-10, Client and/or Sponsoring Bank reasonably determine in good faith that applicable law requires a modification to any Program contemplated by this Agreement, including, without limitation, a determination that applicable laws have been modified or passed in a jurisdiction that prohibit or place restrictions on the sale or distribution of Program in the manner agreed, then the determining Party shall provide the other Party with written notice of such determination, and each Party shall cause itself and its agents, vendors, and/or third party service providers to take reasonable steps to implement such modification to avoid violating such applicable law, which the Parties acknowledge and agree may require (a) a Party to suspend or terminate Program in certain jurisdictions, or (b) modify marketing methods, solicitation materials, and/or accountholder agreements. The actual out-of-pocket costs of taking such reasonable steps shall be borne solely by Client; provided, however, that if Client reasonably determines that if because of a modification required that the Program is no longer viable, then Client may terminate its participation in the Program.
   10. Limitations of Bank Approval. All approval rights of Sponsoring Bank and T-10 set forth in this Agreement are ongoing and, accordingly, notwithstanding Sponsoring Bank’s and T-10’s initial approval of any activity, process, policy, procedure, Program, function, or subcontractor, after notice and consultation with Client, Sponsoring Bank and T-10 may at any time revoke such approval or condition the ongoing effectiveness of such approval as Sponsoring Bank and T-10 reasonably determines upon three (3) months prior written notice (unless a shorter period is required by applicable law or as required to ensure the continued safety and soundness of the Sponsoring Bank in accordance with meet the policies and procedures of the Sponsoring Bank, as promulgated by the Sponsoring Bank’s Board of Directors or Sponsoring Bank senior management in good faith), and Client shall comply with any such revocations or conditions within a commercially reasonable timeframe established by Sponsoring Bank and T-10; provided, that Client may terminate its participation in the Program after it receives such revocation.
   11. Compliance; Regulatory Communications. Each Party shall, to the extent permitted by applicable law, provide the other Party and the Sponsoring Bank with notice and copies of any material communications from any regulatory authority concerning the other Party or the Sponsoring Bank (“Regulatory Communications”) received by such Party concerning any aspect of the Program. For any Regulatory Communication for which a response from a Party is required, such Party shall timely submit a response to the appropriate regulatory authority and provide written notice (to the extent allowable) of such response to the other Party and the Sponsoring Bank; provided, however, that if such response contains the Confidential Information of the other Party or the Sponsoring Bank (as reasonably determined by such other Party), such response will be provided to the other Party and the Sponsoring Bank at least fifteen (15) business days (or such shorter time frame as needed to comply with the Regulatory Communication) prior to provision to the regulatory authority so that such other Party and the Sponsoring Bank has the opportunity to review and/or object to such response. T-10 and Client further agree that in the event either it or, to its knowledge, the processor or any third party, receives notice of a complaint from an employee or any third party, including any regulatory authority (collectively, a ”Complaining Party”), directly asserting a compliance or regulatory violation related to either Party’s participation in the Program it will forward (and use commercially reasonable efforts to cause the processor to forward) such complaint and any written documentation related thereto (to the extent allowable under applicable law) to the other Party and the Sponsoring Bank for review, investigation and resolution; provided that nothing in this Agreement shall obligate any Party to reveal material or information subject to any legal or regulatory limitation, including but not limited to the attorney-client privilege, work product doctrine or any other applicable privilege. Unless otherwise instructed or permitted by the other Party or as required by applicable law, neither Party shall respond to any Complaining Party on behalf of the other Party with respect to issues related to the other Party’s participation in the Program.
   12. Termination of Accounts. Client acknowledges that the accounts are issued by the Sponsoring Bank and shall be subject to suspension (blocking) and cancellation at any time by the Sponsoring Bank upon reasonable prior written notice, in each case with notification to Client, in accordance with this Agreement, the accountholder agreement and applicable law, on a case-by-case basis. T-10 acknowledges that Client maintains independent relationships with accountholders, and Client may have independent reasons to suggest suspension or cancellation of an account by the Sponsoring Bank. As such, where Client (a) reasonably believes in good faith that an accountholder may be using the account for fraudulent or illegal purposes; or (b) otherwise intends to suspend or terminate its independent relationship with an accountholder due to actual or suspected fraud or illegal purposes or for violation of any terms of use of Client’s Program or other services, it shall promptly notify T-10 in writing. Notwithstanding anything in this Agreement to the contrary, in the event that T-10 or the Sponsoring Bank suspends or cancels accounts, Client may move such accounts to a different sponsoring bank and/or terminate this Agreement upon written notice to T-10.
   13. Prohibited Activities. Client shall not use or attempt to use (and shall prohibit each employee from using or attempting to use) the Program or any Services provided herein (a) to engage in any illegal purpose or activity or to violate any applicable law; (b) to breach any contract or agreement by which T-10 (or such Party) is bound; (c) to engage in any transaction or activity that is not specifically authorized and permitted by this Agreement, including, but not limited to any activity or business that would result in Client being or becoming a “money service business” as defined in the Bank Secrecy Act and its implementing regulations; (d) to submit or accept any transaction, including, but not limited to deposits in cash, money orders or in foreign currency; or (e) to initiate any transaction under a Program without all necessary employee authorizations and consents. T-10 and the Sponsoring Bank may decline to execute any transaction or activity that T-10 or the Sponsoring Bank reasonably believes violates the terms of this Agreement or applicable law and may, in its sole discretion, terminate any related employee agreement.
   14. Legal Actions. Each Party shall use commercially reasonable efforts to assist the other Party in complying with any subpoenas relating to a claim brought by a third party against a Party hereto relating to the Program.
   15. Ownership of Certain Intellectual Property. Each Party shall be the sole and exclusive owner of all intellectual property rights in and to (a) all existing materials owned or acquired by it as of the Effective Date, (b) all content and materials developed by it after the Effective Date but independent and separate from this Agreement, and (c) all enhancements to, additions to or derivative works of the Party’s content or materials described in subsections (a) and (b) above, including all intellectual property rights practiced by and/or incorporated in all such content or materials and derivative works in (i)-(iii). T-10 shall solely own all solicitation materials (and all intellectual property relating thereto) developed during the period from the Effective Date through the date of termination or expiration, whether the same are developed independently or jointly and regardless of whether such materials are approved by the Sponsoring Bank. Client shall solely own the Program-related content and materials used in connection with its website, mobile application and any other Client-owned or licensed medium (and all intellectual property relating thereto) developed during the period from the Effective Date through the date of termination, whether the same is developed independently or jointly, or licensed from a third party, which shall include but not be limited to the look and feel and substance of such content, but excluding any mark owned solely by T-10 or the Sponsoring Bank or any Network (or affiliate of either of the foregoing).
   16. Accountholder Funds. T-10 and Client acknowledge and agree that the Sponsoring Bank will establish a business debit card account(s) on behalf of Client. Account(s) will be titled in the Client’s name on Sponsoring Bank’s books and records. Sponsoring Bank may transfer accountholder funds from the applicable account(s) to one or more settlement accounts in an amount adequate to facilitate settlement with the Network on a daily basis or as otherwise determined by the applicable Rules.
   17. Accountholder Fraud and Fraud Recovery. Client agrees that it shall be responsible for and liable to T-10 and the Sponsoring Bank for all reasonable and documented out-of-pocket expenses incurred by T-10 and the Sponsoring Bank in connection with (a) accountholder or Client employee fraud, or (b) T-10’s and the Sponsoring Bank’s efforts at fraud remediation or unauthorized transaction recovery under applicable law, in each case to the extent related to the Program and except for those costs and expenses incurred as a result of T-10’s or the Sponsoring Bank’s gross negligence, willful misconduct, breach of this Agreement or failure to follow its fraud and unauthorized transaction policies and procedures. Client and T-10 shall use commercially reasonable efforts to assist the other Party, as needed, with the location and prosecution of the perpetrator of any such unauthorized activity or fraud, and each Party shall bear its own costs and expenses in connection therewith. To the extent Client remits payment to T-10 or the Sponsoring Bank in connection with an incident subject to this Section and all or a portion of such funds are returned to Sponsoring Bank as a result of a resolution of such incident, the Sponsoring Bank shall immediately remit the amount of such funds back to Client. Any undisputed amount owed by Client after any such resolution and following communication of a reasonably detailed statement from T-10 to Client with respect thereto shall be set off against the amount otherwise payable by T-10 and the Sponsoring Bank.
   18. Complaints, Disputes, Error Notices. Client agrees that in the event Client receives a notice of a complaint, dispute or error from an employee, regulatory authority, or otherwise, Client will treat such complaint in accordance with the Sponsoring Bank’s rules regarding service and complaint resolution applicable for the Program.
   19. Money Transmission Licensing. The Parties agree and acknowledge that if required, the procurement of state money transmitter licenses for the Program shall be Client’s primary responsibility. In the event that money transmitter licenses are procured, Client represents and warrants that the Program shall comply with all applicable money transmission laws. Client shall defend T-10 and the Sponsoring Bank from and against any and all claims asserted by a third party against T-10 or the Sponsoring Bank, and shall indemnify and hold harmless T-10 or the Sponsoring Bank from and against any damages, costs, and expenses of such third party, or regulatory fines or penalties awarded against T-10 or the Sponsoring Bank by a final court judgment, an agreement, or regulatory action settling such claims.
   20. Access To Information. At Client’s request, T-10 or Sponsoring Bank may compile and convey to Client certain information provided to T-10 or Sponsoring Bank by sellers of goods and services purchased using a card, such as, for example, a seller’s tax identification number and SIC number and the seller’s status as a minority-owned or women-owned business. T-10 and Sponsoring Bank, as applicable, do not guarantee the accuracy of any such information and, by conveying such information to Client, do not undertake to perform on Client’s behalf any reporting, compliance or other obligation or requirement applicable to Client.
   21. Card Transactions in Foreign Currency. Card transactions made in a foreign currency will be converted to U.S. Dollars. Client is limited to five (5) international transactions over the life of the Program. If Client exceeds five (5) transactions, T-10 reserves the right to charge Client its then current international fees or pause Client’s use of the program.
   22. No Recurring Payments. Recurring payments (e.g., Transactions you have authorized in advance to recur at substantially regular intervals) are not supported. If Client arranges for recurring payments, it is Client’s obligation to stop these payments. Placing a stop payment does not guarantee T-10 can stop the Transaction.
4. Duties of Client.
   1. Approvals. Client will submit all Programs and marketing proposals for approval to T-10. T-10 reserves the right, in its sole discretion, to refuse approval of any Program or marketing proposal for any or no reason, including that, in its opinion the Program or marketing proposal presents unacceptable financial or reputation risk, is deemed by T-10 to be non-viable, is not consistent with any applicable law or rule, or may be deemed to be in violation of applicable law. Client acknowledges the Program is subject to cancellation at any time by T-10, in accordance with this Agreement, the employee disclosures, or as required by applicable law.
   2. Program Collateral. Client shall market Program to its employees, subject to applicable law, and in accordance with this Agreement and Schedule A. During the Term of this Agreement, Client shall be responsible for its own costs and expenses associated with the marketing and servicing, including the manufacturing and printing, of Program collateral under this Agreement. Client shall further be responsible to ensure that all Program collateral is in compliance with applicable law and identifies the Sponsoring Bank as the issuer of the card to the Client. It is expressly understood that T-10’s and the Sponsoring Bank’s review and approval shall be for T-10’s and the Sponsoring Bank’s independent purposes and shall not constitute an approval or certification to Client for purposes of Client’s independent obligation to comply with applicable law. Client will submit all proposed Program collateral to T-10 for review and written approval prior to its release or use in the marketplace. T-10 shall not intentionally delay or unreasonably withhold its review and approval of proposed Program collateral. Notwithstanding T-10’s initial approval of the form of any employee disclosures, T-10 shall have the right, in its reasonable discretion, from time to time upon sixty (60) days’ prior written notice to Client (or such shorter notice period as T-10 may require) to change, alter or amend employee disclosures or any of its prior approvals. Such alterations or amendments may be made with no advance notice in the event of a change that is required in order to comply with applicable law, the cost of any changes to the employee disclosures for any reason, including any changes necessitated by Client’s actions or requests (other than discretionary changes imposed by T-10 not otherwise required by applicable law) shall be borne by Client. In the event that the employee disclosures are deemed to not be compliant with any applicable law at any time after delivery thereof to an employee, Client shall promptly deliver to its employees amended employee disclosures that comply with applicable law.
   3. Onboarding and Experience. Client shall have sole discretion to design, build, and implement the user experience, and may from time to time make amendments and revisions to the user experience, subject only to compliance with applicable law and all Network and regulatory authority rules. T-10 shall have the right to prior review of the initial user experience, and any subsequent changes thereto, provided, that, T-10 agrees the scope of any review and/or consent to the user experience will be limited to applicable law and all Network and regulatory authority rules. If T-10, in its sole discretion, determines any aspect of the user experience is not compliant with applicable law or any Network or regulatory authority rules, T-10 shall provide Client with written notice of the same as soon as is reasonably practicable, and T-10 and Client shall work in good faith to mutually agree on modifications to the user experience to ensure that it complies in all respects with applicable law and all Network and regulatory authority rules.
   4. Distribution of Accountholder Agreements. Client shall be responsible for the distribution of accountholder agreements including card terms and conditions (which distribution may, for the avoidance of doubt, be accomplished electronically); provided that, for the avoidance of doubt, the Sponsoring Bank/T-10 shall be responsible for the content and administration of such accountholder agreements.
   5. Accountholder Error Resolution. Client acknowledges and agrees that as a business account for this test Program, Regulation E does not apply to this Program. Any questions, problems, or disputes concerning goods or services purchased using the cards issued under this Program will be resolved between Client and the merchant. Neither T-10 nor the Sponsoring Bank shall be liable or responsible for problems with goods or services purchased with the cards.
   6. Regulatory and Other Complaints. Client agrees that in the event it, or any subcontractor receives notice of a complaint from an employee, regulatory authority, or otherwise, it will treat such complaint in accordance with the Sponsoring Bank’s rules regarding employee service and complaint resolution applicable for the Program.
   7. Privacy and Data Security. Client will comply with privacy, security and other laws applicable to it, including, as applicable, the Gramm-Leach-Bliley Act, the California Consumer Privacy Act, and all other laws applicable to Client relating to Client employee data. Client will not use, store, disclose, or otherwise process any Client data for any purpose not permitted under such applicable laws. In addition, Client will ensure it obtains the necessary consents to share any personally identifiable information with T-10, its Third Party Providers (including Synctera, Inc.) and any Sponsoring Bank. Client’s operations relating to Client’s obligations under this Agreement shall be compliant with the Payment Card Industry Data Security Standards (“PCI-DSS”), if applicable to Client’s participation in the Program, including the appropriate level within the PCI-DSS covering Client’s operations. Client shall be assessed annually for compliance with PCI-DSS by a qualified security assessor approved by the PCI Security Standards Council (a “QSA”). A copy of the PCI-DSS Report on Compliance shall be provided to T-10 upon completion of the assessment. In addition, Client shall employ appropriate measures designed to meet the objectives of the security and confidentiality guidelines of data security and privacy laws, including, but not limited to, the implementation of appropriate policies, procedures, and other measures designed to protect against unauthorized access to or use of end user information maintained by Client that could result in substantial harm or inconvenience to any end user and the proper disposal of end user information. Client shall further develop and maintain a response program in accordance with data security and privacy laws that shall take appropriate actions to address incidents of unauthorized access to end user or other information, including notification to Sponsoring Bank, T-10 and end users as soon as possible following any such incident. In particular, Client agrees that Client will take appropriate measures designed to meet the objectives of the information security guidelines within Federal Financial Institutions Examination Council (FFIEC) guidance, as T-10 as comply with section 501(b) of the Gramm-Leach-Bliley Act.
   8. Data Breach. In the event of a breach or suspected breach of the security of either Party and, including any subcontractor, resulting in the unauthorized disclosure of accountholder data or other proprietary information of the other Party, the Party experiencing the breach will promptly and (in any event, within 48 hours) notify the other Party. The Party experiencing the breach will, at its cost and expense (except only to the extent the unauthorized disclosure results solely from a security breach on the other Party’s internal data systems, in which case it shall be at the other Party’s cost and expense) take such actions as may be required under applicable law in response to such incident which may include notifying law enforcement officials, other regulatory authorities, or affected consumers or other affected individuals or entities, submitting to forensic examinations, issuing press releases, and bearing all costs (except only to the extent the unauthorized disclosure results solely from a security breach on the other Party’s internal data systems, in which case the other Party shall bear all costs) and other concessions to affected individuals or entities, which the other Party determines is necessary or advisable under the circumstances. In the case of a breach of Client, Client will coordinate remediation, and any communications or notifications to government entities or agencies, law enforcement and individuals, as needed and applicable, with T-10. Neither Party will make any communications or notifications to any affected individual, or any agency or other entity, or any other public statements regarding the breach, unless required otherwise by applicable law without first providing notice to the other Party and, when applicable, seeking advice and consultation of such other Party and its counsel; provided, however, that if disclosure is required by applicable law, the Parties agree to work together regarding the content of the disclosure so as to minimize any potential adverse impact on the Sponsoring Bank, T-10 and accountholders. Notwithstanding anything to the contrary, if the breach was caused by, or is attributable to, Client, a subcontractor engaged by Client or anyone acting on their behalf, Client will bear the full expense of making any communications and notifications, and fully reimburse and indemnify T-10 and the Sponsoring Bank for any and all costs and damages, including without limitation, attorneys’ fees and costs, T-10 or the Sponsoring Bank incurs in connection with the breach.
   9. Information Security. Each Party warrants that it has established an information security program which contains appropriate measures designed to (i) ensure the security and confidentiality of confidential information and personally identifiable information; (ii) protect against any unanticipated threats or hazards to the security or integrity of such information; and (iii) protect against the unauthorized access to or use of such information that could result in substantial harm or inconvenience to the other Party or any end user. In the event a Party discovers any unauthorized access to any confidential information, such Party shall take appropriate actions to address such unauthorized access, including but not limited to promptly notifying the other Party of any such incident.
5. Subcontractors.
   1. Client will not, without T-10’s prior written consent, outsource or otherwise subcontract with subcontractors for the provision of any of its duties under this Agreement. Where T-10 is not providing Services to Client, Client may use subcontractors to meet its obligations under this Agreement only with T-10’s prior written permission. T-10 shall have the right to conduct due diligence on all proposed subcontractors at its sole discretion. Any review of a subcontractor shall not release Client of its obligations to T-10 or the Sponsoring Bank under this Agreement, and Client shall remain fully liable to T-10 for any breach of this Agreement caused by a subcontractor.
   2. Client will coordinate with T-10 in performing periodic due diligence regarding any approved subcontractor. Client shall periodically contact, and will, if necessary, meet personally with subcontractors to discuss any performance and operations issues. Client will provide T-10 with reports and information regarding each subcontractor and its ongoing monitoring as T-10 may reasonably request.
   3. In the event that T-10 in good faith determines, in its reasonable discretion, that a subcontractor represents a substantial and undue financial, reputation, regulatory, or other risk to T-10 or the Sponsoring Bank, T-10 may prohibit Client from using that third party to perform services with respect to the Program and/or may require Client to cease using that third party to provide services with respect to the Program.
6. Ownership.
   1. Services. Except with respect to Client’s content, Client agrees that T-10 and its suppliers own all rights, title and interest in the Services (including but not limited to, any computer code, application programming interface, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and T-10 software). Client agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
   2. Client’s Content. T-10 does not claim ownership of Client’s content. However, Client represents that Client owns or has all necessary rights to post or publish Client’s content as necessary to provide the Services. Client grants T-10 a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publicly perform, and publicly display Client’s content (in whole or in part) for the purposes of operating and providing the Services to Client. Client agrees that Client, not T-10, is responsible for all of Client’s content.
   3. Feedback. Client agrees that submission of any ideas, suggestions, documents, and/or proposals to T-10 through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at Client’s own risk and that T-10 has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. Client represents and warrants that Client has all rights necessary to submit the Feedback. Client hereby grants to T-10 a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or T-10’s business.
7. Fees; Settlement.

7.1Currently there are no fees for this Program. Client shall be solely responsible for its development, legal, audit and/or examination fees associated with its activities performed in connection with the Services. Client will not be entitled to interchange or other revenue created as a result of the Program.

7.2Use of the card, the account number on the card, the PIN, or any combinations of the three for purchases is an order by Client for the withdrawal of the amount of the Transaction from the account. Each Transaction with the card will be charged to Client account the date the Transaction is posted to Client account. Use of the card is subject to the terms and conditions of Client account. Any future changes to Client account may affect Client’s use of the card. Use of the Card is limited to business use for Client’s employer. “Transaction” means use of the card or account number on the card, and Personal Identification Number or Code (PIN) when required, when performing a transaction with the card (e.g., a purchase).

7.3Client may not deduct or withhold, without T-10’s or Sponsoring Bank’s prior approval, any credit or chargeback or disputed or questioned amount from the amount shown as due on any statement when making payment.

1. Confidentiality.
   1. Confidential Information. The term “Confidential Information” shall mean nonpublic information of any kind whatsoever which a Party (“Discloser”) discloses, in writing, orally or visually, to the other Party (“Recipient”) or to which Recipient obtains access in connection with the negotiation and performance of this Agreement, and which relates to (i) this Agreement and all proprietary information, data, trade secrets, and business information, (ii) the Discloser, (iii) in the case of T-10, the Sponsoring Bank, or (iv) nonpublic personal information.
   2. Disclosure of Confidential Information and Accountholder Data. Client acknowledges that T-10 and the Sponsoring Bank has a legal responsibility to its employees to keep accountholder data strictly confidential in accordance with applicable law, in addition to keeping Confidential Information strictly confidential. T-10 acknowledges that Client has a responsibility to do likewise. Except as otherwise agreed herein, the Recipient shall not disclose or use Confidential Information or accountholder data other than to carry out the purposes for which the Discloser or one of its affiliates disclosed such Confidential Information or accountholder data to Recipient. For purposes of this Section, accountholders shall be considered authorized users of the Sponsoring Bank.
   3. Disclosure to Employees and Agents. Each of the Parties, as Recipient, hereby agrees on behalf of itself and its employees, officers, affiliates and subcontractors that Confidential Information and accountholder data will not be disclosed or made available to any person for any reason whatsoever, other than on a “need to know basis” and then only to: (i) its employees and officers; (ii) subcontractors specifically permitted under this Agreement, provided that all such persons are subject to a confidentiality agreement which shall be no less restrictive than the provisions of this section; (iii) independent contractors, agents, and consultants hired or engaged by Sponsoring Bank, provided that all such persons are subject to a confidentiality agreement which shall be no less restrictive than the provisions of this section; and (iv) as required by law or as otherwise permitted by this Agreement, either during the term of this Agreement or after the termination of this Agreement. Prior to any disclosure of Confidential Information or accountholder data as required by law, the Recipient shall (i) notify the Discloser of any, actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure immediately upon becoming so obligated, and (ii) cooperate with the Discloser’s reasonable, lawful efforts to resist, limit or delay disclosure. Nothing in this section shall require any notice or other action by Sponsoring Bank in connection with request or demands for Confidential Information or accountholder data with request by any regulatory authority.
   4. Return/Destruction of Materials. Upon the termination of this Agreement, or at any time upon the request of a Party, the other Party shall return or at the requesting Party’s election, destroy, all Confidential Information, including nonpublic personal information, in the possession of such Party or in the possession of any third party over which such Party has or may exercise control, unless Applicable Law or a regulatory authority require or direct otherwise.
   5. Exceptions. With the exception of the obligations related to nonpublic personal information, the obligations of confidentiality in this section shall not apply to any information which a Party rightfully has in its possession when disclosed to it by the other Party, information which a Party independently develops, information which is or becomes known to the public other than by breach of this section or information rightfully received by a Party from a third party without the obligation of confidentiality.
2. Nonpublic Personal Information. 
   1. Each Party shall comply with Applicable Law with regard to nonpublic personal information, including but not limited to data security and privacy laws.
   2. Both Parties acknowledge and agree that the other Party has a legal responsibility to authorized users to keep nonpublic personal information strictly confidential in accordance with Applicable Law. In addition to the other requirements set forth in this section regarding Confidential Information, nonpublic personal information shall also be subject to the additional restrictions. The Recipient shall not disclose or use nonpublic personal information other than to carry out the purposes for which the Discloser or one of its affiliates disclosed such nonpublic personal information to Recipient. Recipient shall not disclose any nonpublic personal information other than on a “need to know” basis and then only to: (i) affiliates of Discloser; (ii) its employees or officers; (iii) affiliates of Recipient provided that such affiliates shall be restricted in use and re-disclosure of the nonpublic personal information to the same extent as Recipient; (iv) to carefully selected subcontractors, provided that such subcontractors shall have entered into a confidentiality agreement no less restrictive than the terms hereof; (v) to independent contractors, agents, and consultants hired or engaged by Recipient, provided that all such persons are subject to a confidentiality agreement which shall be no less restrictive than the provisions of this section; or (vi) pursuant to the exceptions set forth in 15 U.S.C. 6802 and accompanying regulations which disclosures are made in the ordinary course of business. The restrictions set forth herein shall apply during the term and after the termination of this Agreement. For the purposes of this section, authorized users shall be considered authorized users of Sponsoring Bank.
3. Representations and Warranties. Client represent and warrant as follows:
   1. This Agreement is valid, binding and enforceable against Client in accordance with its terms, except as such enforceability may be limited by laws governing creditors’ rights and general principles of equity. Neither the execution of this Agreement nor Client’s performance of its obligations hereunder requires any consent, authorization, approval, notice to, license, or other action by or in respect of, or filing with, any third party or any regulatory authority.
   2. Client is a corporation duly incorporated, validly existing and in good standing and is duly qualified and is properly licensed to do business in each jurisdiction in which Client does business.
   3. Neither Client nor any Principal has been subject to the following: (a) criminal conviction (except minor traffic offenses and other petty offenses) in the United States of America or in any foreign country; (b) federal or state tax lien, or any foreign tax lien; (c) administrative or enforcement proceedings commenced by the Securities and Exchange Commission, any state securities regulatory authority, Federal Trade commission, federal or state bank regulator, or any other state or federal regulatory agency in the United States or in any other country; or (d) restraining order, decree, injunction, or judgment in any proceeding or lawsuit, alleging fraud or deceptive practice on the part of Client or any Principal. The word “Principal” shall include any person directly or indirectly owning ten percent (10%) or more of Client, any officer or director, or any person actively participating in the control of Client’s business.
   4. Client has delivered to T-10 complete and correct copies of all of the items T-10 requires to perform its initial and ongoing due diligence review and this information may be passed to T-10’s Sponsoring Bank. Any information, subject to any limitation stated therein, which have been or which hereafter will be furnished to T-10 to induce it to enter into this Agreement do or will fairly represent Client’s financial condition, operations and data security controls, and all other information, reports and other papers furnished to T-10 will be, at the time the same are furnished, accurate and complete in all material respects and complete insofar as completeness may be necessary to give T-10 a true and accurate knowledge of the subject matter.
4. Covenants. Client further covenants and agrees as follows:
   1. Client will at all times operate in compliance with all applicable laws, and any rules, orders and regulations issued by the regulatory authorities. Client will be responsible for all fines and penalties assessed by any regulatory authority due to Client’s actions, inactions or omissions. Client will obtain or will at all times maintain appropriate licenses, registrations, or certifications with respect to operation of its business or its activities under state and federal law.
   2. As soon as possible, and in any event within one hundred twenty (120) days after the end of Client’s fiscal year, Client will provide T-10 such information as T-10 may reasonably request to perform an annual due diligence review. Additionally, Client agrees to provide T-10 with such information on a more frequent and periodic basis as T-10 may reasonably require.
   3. Client will promptly give written notice to T-10 of any material adverse change in the business, properties, assets, operations or condition, financial or otherwise, of Client.
   4. Client will not, without T-10’s prior written consent, alter or amend any marketing methods, the materials standards of any Program, or employee disclosures.
5. Audit Rights. Unless otherwise agreed, for each applicable Program, Client will keep complete records reflecting any required reports and shall retain all required reports for the time period required by applicable law, and in any event, for no less than five (5) years after the termination of any authorized user agreement or Program, whichever is later. Client agrees that in T-10’s sole discretion, T-10, its authorized representatives, or agents, the Sponsoring Bank and any regulatory authority (collectively an “Auditing Party”), shall have the right to inspect, audit, and examine all of Client’s facilities, records and personnel relating to Program or this Agreement. The Auditing Party shall have the right to make abstracts from, inspect, copy, or audit Client’s books, accounts, data, reports, papers, and computer records directly pertaining to the subject matter of the Agreement, and Client shall make all such facilities, records, personnel, books, accounts, data, reports, papers, and computer records available to the Auditing Party for the purpose of conducting such inspections and audits. Client shall additionally furnish T-10, at Client’s expense, with audited financial statements prepared by a certified public accountant and any such other information an Auditing Party may from time to time reasonably request with respect to Client’s financial condition. Any such audit will be conducted at mutually agreed upon times, upon reasonable prior written notice (no less than fourteen (14) business days), unless regulatory authority or risk to the Sponsoring Bank safety and soundness require a shorter period, and in a manner designed to minimize any disruption of Client’s normal business activities; provided, however, that in agreeing to times for the audit, Client shall be reasonable in scheduling, and shall not delay any audit for more than ten (10) business days from the date first proposed by T-10. The Parties agree that the audit rights hereunder will be exercised during normal business hours and no more than once in any three (3) month period. For avoidance of doubt, Client agrees to submit to any examination which may be required by any regulatory authority with audit and examination authority over the Sponsoring Bank to the fullest extent requested by such regulatory authority. Client shall also provide to T-10 any information requested by any regulatory authority in connection with their audit or review and shall reasonably cooperate with such regulatory authority in connection with any audit or review.
6. Term and Termination.
   1. Term and Renewals. This Agreement shall have an initial term of one (1) year commencing on the Effective Date (“Initial Term”) unless terminated earlier in accordance with this Section. After the Initial Term, this Agreement shall automatically renew for subsequent one-year terms, unless one Party provides the other Party at least sixty (60) days’ notice of its intent to not renew the Agreement (each a “Renewal Term”). The Initial Term and Renewal Term are collectively referred to herein as the “Term.”
   2. Termination for Cause. Either Party shall have the right to terminate this Agreement or the Program for cause: (a) in the case of any breach of any duty or obligation under this Agreement involving the nonpayment of money for a sum greater than $1,000, but only if the breach continues for a period of five (5) days after the breaching Party receives written notice from the other Party specifying the breach (notwithstanding the preceding sentence, in the case of any breach based on a funding failure, T-10 may terminate this Agreement for cause, but only if the breach continues for a period of more than one (1) business day after Client receives written notice specifying the funding failure); and (b) in the case of a material breach of any representation or warranty, covenant, or duty or obligation under this Agreement not involving the payment of money, (so long as such material breach is not due to the actions or inaction of the terminating Party) but only if the breach continues for a period of ten (10) days after the breaching Party receives written notice from the non-breaching Party specifying the breach. In the event such breach is not cured during the period, then this Agreement may be terminated. Repeated breach of the Agreement shall not entitle the breaching Party to additional cure periods. In the event of a subsequent breach, the non-breaching Party may terminate this Agreement or a Program immediately upon written notice.
   3. Program Termination. Either Party may immediately terminate this Agreement or a Program for cause upon written notice to the other in the event of the following: (a) discovery that any material financial statement, representation, warranty, statement or certificate furnished to it by the other Party in connection with or arising out of this Agreement is materially adverse to the terminating Party and intentionally untrue as of the date made or delivered; (b) the commencement by the other Party of any proceeding or filing of any petition seeking relief under Title 11 of the United States Code or any other Federal, state or foreign bankruptcy, insolvency, liquidation or similar law; application for or consenting to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Party or for a substantial part of its property or assets; a general assignment for the benefit of creditors; or taking corporate action for the purpose of effecting any of the foregoing; (c) the commencement by any person against the other Party of an involuntary proceeding or the other Party is the subject of an involuntary petition in a court of competent jurisdiction seeking: relief in respect of the other Party, or of a substantial part of its property or assets under Title 11 of the United States Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law; the appointment of a receiver, trustee, custodian, sequestrator or similar office for the other Party or for a substantial part of its property or assets; or the winding up or liquidation, of the other Party, if such proceeding or petition shall continue un-dismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for sixty (60) days; (d) upon any change to or enactment of any applicable law which would render any portion of a Program illegal, or otherwise have a material adverse effect upon the Program; (e) a violation by the other Party of any applicable law or rule in connection with the performance of this Agreement; (f) in the event a Party becomes subject to a formal written enforcement order that materially and adversely affects the Party’s ability to fulfill its obligations under this Agreement; and (g) upon notice or recommendation from any regulatory authority to cease or materially limit performance of the obligations under this Agreement.
   4. In addition, either Party may terminate this Agreement and/or Client’s participation in the Program by providing the other Party at least thirty (30) days prior written notice.
   5. The following Sections shall survive termination or expiration of this Agreement: 3.14, 3.16, 4.8, 4.10, 4.11, 6, 7, 8, 12, 14, 15, 17 and 19. Upon termination or expiration of this Agreement, T-10 will close all accounts and within 5 business days return all funds to the Client’s main account at another bank. In addition, Client agrees that T-10 and/or the Sponsoring Bank may debit any chargeback and returns from the Client’s main account at another bank after account closure and exit from the Program.
7. Disclaimer. EXCEPT AS WARRANTED IN THIS AGREEMENT, T-10 PROVIDES THE SERVICES “AS IS” AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER SUCH WARRANTY BE STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE. T-10 MAKES NO WARRANTY WITH RESPECT TO THE SERVICE OR THE PROGRAM.
8. Limitation of Liability. IN NO EVENT SHALL T-10, OR ANY OF ITS AFFILIATES, SUBSIDIARIES, PARENT CORPORATIONS, SPONSORING BANK, OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, CLIENT’S ACCESS TO OR USE OF THE SERVICES OR OTHERWISE RELATED TO A PROGRAM, WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACTOR, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF T-10 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT T-10 IS FOUND LIABLE FOR ANY LOSS OR DAMAGE THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH CLIENT’S USE OF THE SERVICES OR PARTICIPATION IN A PROGRAM, THEN IN NO EVENT WILL SUCH LIABILITIES EXCEED, $25,000.
9. Indemnification.
   1. Client covenants and agrees to defend, indemnify and hold harmless T-10, the Sponsoring Bank, its parent, subsidiaries or affiliates, and their respective officers, directors, employees and permitted assigns, as such, against any legal action, claim, demand, or proceedings brought against any of them by a third party and any resulting charges, penalties, fees or damages awarded to such third party (or agreed to in a settlement approved by Client) (collectively, a “Claim”) to the extent arising out of (a) any breach of this Agreement, misrepresentation or breach of warranty on the part of Client, (b) any act or omission of Client or its subcontractors that violates Applicable Law, (c) any unauthorized, illegal or fraudulent access to or use of accountholder data caused by Client or a Subcontractor or arising from a security breach to computer systems maintained by Client or a Subcontractor, (d) Client’s failure to reimburse employees for charges to cards; (e) Client’s failure to provide accurate information under this Agreement; (f) Client’s failure to provide required disclosures to its employees and/or ensuring its employees are bound by all required agreements; (g) any claim against T-10 or the Sponsoring Bank based on a Client requested chargeback to a seller of goods or services purchased using a card if there is a rejection of goods or services or that chargeback; or (h) any fees, fines, or charges assessed by any Network as a result of the failure of any aspect of the Program under the control of Client to comply with the Rules. However, this provision shall not apply if such Claim arises out of (i) an act of fraud, embezzlement or criminal activity by T-10, the Sponsoring Bank or its representatives, (ii) negligence, willful misconduct or bad faith by T-10, the Sponsoring Bank or its representatives, or (iii) the failure of T-10, the Sponsoring Bank or its representatives to comply with, or to perform its obligations under, this Agreement or the Rules.
   2. T-10 covenants and agrees to defend, indemnify and hold harmless Client and its parent, subsidiaries or affiliates, and their respective officers, directors, employees, and permitted assigns, as such, against any Claim brought against any of them as a result of any act or omission of T-10 or its providers that violates Applicable Law. However, this provision shall not apply if such Claim arises out of (i) an act of fraud, embezzlement or criminal activity by Client, its employees or its representatives, (ii) negligence, willful misconduct or bad faith by Client or its representatives, or (iii) the failure of Client or its representatives to comply with, or to perform its obligations under, this Agreement or the Rules.
   3. If any Claim is asserted against a Party or Parties (individually or collectively, the “Indemnified Party”) by any person who is not a party to this Agreement in respect of which the Indemnified Party may be entitled to indemnification under the provisions of subsections (a) or (b) above, written notice of such Claim shall promptly be given to any Party or Parties (individually or collectively, the “Indemnifying Party”) from whom indemnification may be sought. The Indemnifying Party shall have the right, by notifying the Indemnified Party within ten (10) days of its receipt of the notice of the Claim, to assume the entire control (subject to the right of the Indemnified Party to participate at the Indemnified Party’s expense and with counsel of the Indemnified Party’s choice) of the defense, compromise or settlement of the matter. Any counsel retained by the Indemnifying Party for such purposes shall be reasonably acceptable to the Indemnified Party. The Indemnifying Party shall institute and maintain any such defense diligently and reasonably and shall keep the Indemnified Party fully advised as to the status thereof. If the Indemnifying Party gives notice to any Indemnified Party that the Indemnifying Party will assume control of the defense, compromise or settlement of the matter the Indemnifying Party will be deemed to have waived all defenses to the claims for indemnification by the Indemnified Party with respect to that matter. The Indemnified Party shall have the right to employ its own counsel if the Indemnified Party so elects to assume such defense, but the fees and expense of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; (ii) such Indemnified Party shall have reasonably concluded that the interests of such Parties are conflicting such that it would be inappropriate for the same counsel to represent both Parties or shall have reasonably concluded that the ability of the Parties to prevail in the defense of any Claim are improved if separate counsel represents the Indemnified Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), and in either of such events such reasonable fees and expenses shall be borne by the Indemnifying Party; and (iii) the Indemnifying Party shall have reasonably concluded that it is necessary to institute separate litigation, whether in the same or another court, in order to defend the Claims asserted against it; or (iv) the Indemnifying Party shall have not employed counsel reasonably acceptable to the Indemnified Party to take charge of the defense of such action after electing to assume the defense thereof. Any damages to the assets or business of the Indemnified Party caused by a failure of the Indemnifying Party to defend, compromise or settle a Claim in a reasonable and expeditious manner, after the indemnifying Party has given notice that it will assume control of the defense, compromise or settlement of the matter, shall be included in the damages for which the Indemnifying Party shall be obligated to indemnify the Indemnified Party.
   4. The provisions of this Section 16 shall survive termination or expiration of this Agreement.
10. Dispute Resolution. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. Subject to Client’s right to opt-out, as further described in this Arbitration Agreement, it requires Client to arbitrate disputes with T-10, includes a broad waiver of Client’s right to participate in class actions and Client’s constitutional right to a jury trial and otherwise limits the manner in which Client can seek relief from us.
    1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, Client and T-10 agree that any dispute, claim, or request for relief by or against T-10 arising out of or relating in any way to Client’s access or use of the Services, to or use of any products sold or distributed through the Services, to any text messages or other communications Client receive in connection with the Services, or this Agreement, (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that (a) Client and T-10 may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court, and (b) Client or T-10 may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents). For purposes of this Arbitration Agreement, the terms “T-10,” or “us” means T-10 Finance, LLC, Synctera, Inc., and any of their respective predecessors, successors, assigns, corporate parents, subsidiaries and affiliates, an each of their respective officers, directors, employees, agents and representatives.
    2. Informal Dispute Resolution. There might be instances when a Dispute arises between Client and T-10. If that occurs, T-10 is committed to working with Client to reach a reasonable resolution. Client and T-10 agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. Client and T-10 therefore agree that before either Party commences arbitration against the other (or initiates an action in small claims court if a Party so elects), T-10 will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If Client is represented by counsel, Client’s counsel may participate in the conference, but Client will also participate in the conference.

The Party initiating a Dispute must give notice to the other Party in writing of his or her intent to initiate an Informal Dispute Resolution Conference, which shall occur within forty-five (45) days after the other Party receives such notice, unless an extension is mutually agreed upon by the Parties. Notice to T-10 that Client intend to initiate an Informal Dispute Resolution Conference should be sent by email to legalnotices@tminusten.com or regular mail to T-10’s offices located at t-minus10 Finance, LLC, 228 Hamilton Avenue 3rd Floor Palo Alto, CA 94301. The notice must include: (1) Client’s name, telephone number, mailing address, e‐mail address associated with Client’s account (if Client have one); (2) the name, telephone number, mailing address and e‐mail address of Client’s counsel, if any; and (3) a description of Client’s Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either Party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all Parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all Parties agree. In the time between a Party receiving notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the Parties from engaging in informal communications to resolve the initiating Party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in the Informal Dispute Resolution Conference process required by this section.

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  1. Arbitration Rules and Forum. This Agreement evidences a transaction involving interstate commerce and notwithstanding any other provisions herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. §1 et seq. (“FAA”), will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference process above does not resolve satisfactorily within sixty (60) days after receipt of the notice, Client and T-10 agree that either Party shall seek to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  

A Party who desires to initiate arbitration must provide the other Party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the Party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution Conference as described above; and (5) evidence that the requesting Party has paid any necessary filing fees in connection with such arbitration. If the Party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other Disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the Parties will select an alternative arbitral forum. Client’s responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Arbitrations Rules.

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  1. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope, enforceability or applicability of the Arbitration Agreement, whether the Disputes are arbitrable, and the propriety of commencing the arbitration and (b) resolve any Dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The exceptions to the preceding sentence are: (1) all Disputes arising out of or relating to the Section entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the class action waiver is unenforceable, illegal, void or voidable, or that such class action waiver has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes arising out of or relating to the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (3) all Disputes arising out of or relating to whether either Party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration will decide the rights and liabilities, if any, of Client and T-10. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or Parties, except as expressly provided in the subsection entitled “Batch Arbitration.”  The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, subject to the arbitral forum rules and the Arbitration Agreement, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon Client and us. Judgment on the arbitration award may be entered in any court having jurisdiction. The arbitrator’s awarding of damages must be consistent with the terms of the “Limitation of Liability” section of this Agreement as to the types and the amounts of damages for which a Party may be held liable.

If Client prevails in arbitration, Client may seek an award of reasonable attorneys’ fees and expenses, to the extent permitted under applicable law. T-10 will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration, unless the arbitrator finds that either the substance of Client’s Dispute or the relief sought in Client’s Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The award shall be binding only among the Parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different Party. The arbitrator may consider, but under no circumstances is the arbitrator bound by, decisions reached in separate arbitrations.

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  1. Waiver of Jury Trial. CLIENT AND T-10 HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Client and T-10 are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  
  2. Waiver of Class and Other Non-Individualized Relief. ALL DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED OR ARBITRATED ON A CLASS, COLLECTIVE OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by the Party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class of Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), Client and T-10 agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration may be litigated in the federal courts located in the State of Delaware. All other Disputes shall be arbitrated. This subsection does not prevent Client or T-10 from participating in a class-wide settlement of claims.
  3. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, Client and T-10 agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against T-10 by or with the assistance of the same law firm, group of law firms or organizations within a thirty (30) day period (or otherwise in close proximity), JAMS (1) will administer the arbitration demands in batches of one hundred (100) Requests per batch (plus, to the extent there are less than one hundred (100) Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All Parties agree that Requests are of a “substantially similar nature” if they arise out of the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the Parties disagree on the application of the Batch Arbitration process, the disagreeing Party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the Parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by T-10.

Client and T-10 agree to cooperate in good faith with JAMS to implement the Batch Arbitration approach including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

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  1. Severability. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
  2. Survival of Agreement. This Arbitration Agreement will survive the termination of Client’s relationship with T-10.
  3. Modification. Notwithstanding any provision in this Agreement to the contrary, T-10 agree that if T-10 makes any future material change to this Arbitration Agreement, Client may reject that change within thirty (30) days of such change becoming effective by writing T-10 at the following address: 228 Hamilton Avenue 3rd Floor Palo Alto, CA 94301. In any event, Client’s continued use of the Services, including the acceptance of products and services offered on or through the Services following the posting of changes to this Arbitration Agreement constitutes Client’s acceptance of any such changes. Changes to this Arbitration Agreement do not provide Client with a new opportunity to opt out of the Arbitration Agreement if Client have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If Client reject any change or update to this Arbitration Agreement, and Client T-10re bound by an existing agreement to arbitrate Disputes arising out of or relating to this Agreement, Services or Client’s use of the Services, the provisions of the “Dispute Resolution” section as of the date Client first accepted the terms of this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect.

1. General Provisions.
   1. Non-Disparagement. Each Party covenants and agrees that it, or their representatives, employees or agents will not directly or indirectly, verbally or in writing, make statements to any third party which detract from or reflect adversely on the other Party’s reputation or its business, services or products, or defame or make disparaging statements regarding the other Party’s business, service or products, or its directors, officers, employees or agents. Disparaging statements shall be defined as any statement, whether expressed as fact or opinion, that a reasonable person would consider to impugn or call into question in a negative manner the business or personal ethics, reputation, character or integrity of the other Party or its directors, officers, employees, or agents, or impugn or call into question in a negative manner the quality of the other Party’s products, services or practices. This Agreement does not preclude the Parties from making statements that may be required by legal process, applicable law or any regulatory authority with jurisdiction over the Parties.
   2. ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO CLIENT’S USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
   3. Exclusive Venue. To the extent the Parties are permitted under this Agreement to initiate litigation in a court, both Client and T-10 agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in the State of Delaware.
   4. Electronic Communications. The communications between Client and T-10 may take place via electronic means, whether Client visit the Services or send T-10 e-mails, or whether T-10 posts notices on the Services or communicates with Client via e-mail. For contractual purposes, Client (a) consent to receive communications from T-10 in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that T-10 provides to Client electronically satisfy any legal requirement that such communications would satisfy if it T-10re to be in writing. The foregoing does not affect Client’s statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
   5. Assignment. The Agreement, and Client’s rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Client without T-10’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
   6. Force Majeure. T-10 shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
   7. Questions, Complaints, Claims. If Client have any questions, complaints or claims with respect to the Services, please contact us at: legalnotices@tminusten.com, 530 Showers Drive, Mountain View, CA 94040. T-10 will do T-10’s best to address Client’s concerns. If Client feel that Client’s concerns have been addressed incompletely, T-10 invite Client to let us know for further investigation.
   8. Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
   9. Notice. Where T-10 requires that Client provide an e-mail address, Client is responsible for providing T-10 with Client’s most current e-mail address. In the event that the last e-mail address Client provided to T-10 is not valid, or for any reason is not capable of delivering to Client any notices required/ permitted by the Agreement, T-10’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Client may give notice to T-10 at the following address: legalnotices@tminusten.com, 228 Hamilton Avenue 3rd Floor Palo Alto, CA 94301. Such notice shall be deemed given when received by T-10 by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
   10. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
   11. Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
   12. Export Control. Client may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which Client obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, Client represent and warrant that (i) Client is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) Client is not listed on any U.S. Government list of prohibited or restricted parties. Client also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. Client acknowledge and agree that products, services or technology provided by T-10 are subject to the export control laws and regulations of the United States. Client shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer T-10 products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
   13. Entire Agreement; Amendment. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. This Agreement and the terms hereof may be amended, supplemented, waived or modified only by an instrument in writing executed by each party, provided, however, that T-10 reserves the right to change this Agreement at any time to the extent, but only to the extent, necessary to effect a change in the Program. T-10 will provide Client with written notice of a change at least 30 days prior to the effective date of such change. Client shall be bound by such change if T-10 is not promptly notified in writing by Client to cancel the Program Account, or if Client or its employee uses or retains the card after the effective date of the change. T-10 reserves the right in its sole discretion to modify the Program.
   14. Third Party Beneficiary. Each Sponsoring Bank is an intended third party beneficiary of this Agreement and is entitled to the benefits and remedies accorded to third party beneficiaries under law.
   15. Publicity. Client agrees that T-10 (and its parent Synctera, Inc.) may refer to Client’s name and trademarks in T-10’s (and its parent Synctera, Inc.’s) marketing materials, customer lists and website. T-10 shall be entitled to announce publicly the fact that it has entered into this Agreement for the provision of the Services. Any use of T-10’s (and its parent Synctera, Inc.) name or trademarks by Client will be submitted to T-10 for approval (at tminus10-support@synctera.com), and T-10 may withhold or not approve of that submission for any reason.

[END OF AGREEMENT.]

Schedule A

 Schedule B

DEBIT CARD AGREEMENT AND

DISCLOSURE STATEMENT

In this debit card agreement and disclosure statement (“Agreement”), the words “you” and “your” mean the person named on the Card; “Card” means the Mastercard debit card and any duplicates, renewals, or substitutions provided to you; “Account” means the account established by Employer with Bank, and designated by Employer to be associated with your Card; “Bank” means your Sponsoring Bank or anyone to whom the Bank transfers this Agreement; “T-10” means t-minus 10 Finance, LLC; “Employer” means your employer which has designated you to receive the Card; “we,” “our” or “us” means Bank, T-10 and/or Employer, as applicable; “Transaction” means use of the Card or number on the Card, and Personal Identification Number or Code (PIN) when required, to perform a transaction with the Card (e.g., make a purchase); “Charges” means all amounts charged to the Account, including as a result of Transactions, late fees or other fees; and “Program” means the test and development program designed to test the issuance of debit cards to end-user customers of Employer pursuant to which the Card is issued.

Read this Agreement thoroughly before you use the Card. By using or accepting and activating the Card, you will be agreeing with us to everything written here. Retain this Agreement for your records. Your use of the Card will be governed by this Agreement. If you do not wish to be bound by this Agreement, cut the Card in half and return the pieces to Employer. If you do activate and use the Card you should not use it before the valid date or after the expiration date, if any, printed on the Card or located in the user interface.

If you have any questions about the Card, your use of the Card or the Program, please contact Employer, or if Employer cannot answer your question, T-10 at tminus10-support@synctera.com.

1. ISSUANCE OF CARD: You acknowledge and agree that the Card is issued by Bank to Employer, and Employer has designated you to receive the Card as an authorized user of the Card. Bank will issue a PIN that must be used with the Card for Transactions that require a PIN. DO NOT REVEAL THE CARD NUMBER OR PIN NUMBER TO ANYONE ELSE OR WRITE IT DOWN WHERE IT IS AVAILABLE TO OTHERS.

BECAUSE THE ACCOUNT IS EMPLOYER’S ACCOUNT AND THE CARD HAS BEEN ISSUED TO EMPLOYER, THE CARD IS A BUSINESS CARD. YOU ACKNOWLEDGE AND AGREE THAT AS A BUSINESS CARD THE CARD WILL NOT BE SUBJECT TO THE ELECTRONIC FUND TRANSFER ACT OR REGULATION E PROMULGATED BY THE CONSUMER FINANCIAL PROTECTION BUREAU TO IMPLEMENT SUCH ACT OR TO ANY STATE LAW APPLICABLE TO CONSUMERS OR INDIVIDUALS.

You further acknowledge and agree that the Card is part of a test and development Program and, as a result, the Card may not work as intended by us, expected by you or as provided in this Agreement.

1. USE OF THE CARD: You agree to use the Card solely for commercial business purposes on behalf of and as designated by Employer and in accordance with Employer policy. If you have any questions concerning Employer policy, you should contact Employer’s administrator of the Program. No person other than you is permitted to use the Card for Transactions, identification or for any other reason. You may use the Card without the PIN to purchase goods or services at places that accept Mastercard (these are point of sale or POS Transactions). You may also order goods or services by mail or telephone or online from places that accept Mastercard. Some of these services may not be available at all locations. Use of the Card, the number on the Card, the PIN, or any combinations of the three for a Transaction is an order by you for the withdrawal of the amount of the Transaction from the Account. Each Transaction with the Card will be charged to the Account on the date the Transaction is posted to the Account. Use of the Card is subject to the terms and conditions of the Account. Any future changes to the Account may affect your use of the Card.

You must not return for a cash refund any goods or services obtained with the Card; although you may return any item to an establishment honoring the Card for credit to the Account if that establishment permits such return.

We may deny authorization for any Transaction for any reason at our discretion. We are not liable for any refusal to honor a Transaction. This can include a refusal to honor the Card or account number. We are not liable for any retention of the Card by us, any other financial institution, or any provider of goods or services.

1. LIMITATIONS ON TRANSACTIONS AND DOLLAR AMOUNT OF TRANSACTIONS: You may complete Transactions with the Card up to a limit of $50.00 per day, subject to change at any time. You may complete up to twenty (20) Card Transactions per month, exclusive of person-to-person transfers initiated with or received to the Card. We may impose additional restrictions on your use of the Card upon notice to you. We also may freeze your use of the Card with or without notice to you. You may not use or permit the Card to be used to make any illegal Transaction. You will only use the Card for Transactions that are legal where you conduct them. We will not be liable if you engage in an illegal transaction. You may not use the Card to conduct Transactions in any country or territory, or with any individual or entity, that is subject to economic sanctions administered and enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). Use of the Card in those countries will be blocked. We may but are not required to deny authorization of any Transaction that violates any of the Transaction limitations or prohibitions prescribed in this Section and will deny authorization of any Transaction identified as Internet gambling.
2. YOUR LIABILITY FOR UNAUTHORIZED TRANSACTIONS: You are liable to the extent allowable by applicable law for any Charges resulting from use of the Card in violation of this Agreement, including without limitation any Transaction which does not benefit Employer or is otherwise not in accordance with Employer policy, any use of the Card other than by you if you have voluntarily let someone else use the Card or voluntarily relinquished physical possession of the Card to some other person, or any Transaction which violates any of the Transaction limitations or prohibitions prescribed in Section 2 or Section 3 of this Agreement which we in our sole discretion authorize.
3. HOW TO NOTIFY T-10 IN THE EVENT OF AN UNAUTHORIZED TRANSACTION: If you believe the Card or PIN has been lost or stolen or you suspect that someone else has or may use the Card, tell T-10 AT Once by calling (415) 275-0925 or sending an email to: tminus10-support@synctera.com.
4. RIGHT TO RECEIVE DOCUMENTATION OF TRANSACTIONS: You will receive a receipt at the time you make a Transaction at a POS terminal or online from the merchant. Employer will have access to a monthly statement showing Transactions made with the Card. Sales receipts or cash advance drafts for those Transactions will not be returned with the statement. You should retain copies of such receipts/drafts that were furnished at the time of the Transaction which can be used to verify the accuracy of the statement. It is very important that the statement be checked regularly for errors, discrepancies, or improper Transactions. If you identify any error, discrepancy or improper Transaction on the statement, please contact T-10 at tminus10-support@synctera.com. The statement and other documentation about your Card or Transactions will be available to Employer in the T-10 user interface.
5. BUSINESS DAYS: Business days of Bank are Monday thru Friday 8:30 am to 5:00 pm Central Time other than legal holidays.
6. COLLECTION AND DISCLOSURE OF INFORMATION: You authorize us to collect information about you in order to conduct our business and deliver the service provided under this Agreement, including information we receive about you, information we receive from third parties such as credit reporting agencies and information about your transactions with us and other companies. We will disclose information to third parties about your Transactions or other information about the Card or your use of the Card as permitted under applicable law and including when: (1) It is necessary for completing Transactions; (2) In order to verify the existence and condition of the Card for a third party such as a credit bureau or merchant; (3) To T-10 to provide or assess the Program; (4) To Employer to provide or assess the Program; (5) any of our affiliates or other companies to provide or assess the Program; (6) In order to comply with government agency or court orders; or (7) If you give us permission. You may have the right to opt out of some information sharing by Bank. For more details, please refer to the Bank’s Privacy Notice which can be found at: https://synctera.com/liftoff-documents.
7. NO RECURRING PAYMENTS; STOP PAYMENT PROCEDURE: Recurring payments (e.g., Transactions you have authorized in advance to recur at substantially regular intervals) are not supported. If you arrange for recurring payments, it is your obligation to stop these payments; you can tell Employer and the person or merchant you will be paying in writing before the payment is scheduled to be taken to stop the payment. Placing the stop payment does not guarantee we can stop the Transaction.
8. MERCHANT DISPUTES: We are not responsible for the refusal or inability of any merchant, electronic terminal or financial institution to honor the Card, complete a Transaction with the Card, or for their or its retention of the Card. We also are not responsible for any problems you have with any good or service you purchased using the Card. If you have a dispute or other problem with a merchant honoring the Card, you must settle the dispute or problem directly with the merchant.
9. LIABILITY FOR FAILURE TO MAKE TRANSACTIONS: If Bank does not complete a Transaction timely or in the correct amount according to this Agreement, Bank may be liable for your losses or damages. Bank will not be liable if we have terminated this Agreement, if the funds in the Account are subject to legal process, or other circumstances beyond our control (such as fire, flood, pandemic, or other acts of God) prevent the Transaction from being completed despite reasonable precautions that we have taken, if an automated terminal does not have enough cash to complete the Transaction, or if there is a technical malfunction which is known to you when you try to perform the Transaction. There may also be other exceptions provided by applicable law.
10. No T-10 OR EMPLOYER LIABILITY: Neither T-10 nor Employer shall have any liability to you for any reason pursuant to this Agreement or otherwise in connection with your Card, Transactions or the Program.
11. RULES OF THE ACCOUNT: All Transactions covered by this Agreement are also subject to all rules and agreements that govern the Account, except as modified by this Agreement.
12. FOREIGN TRANSACTIONS: You may or may not be able to make international transactions. If you are able to make international Transactions with the Card, a Transaction that is initiated in a foreign currency will be converted into U.S. dollars on the date it is processed by us or our agents. The conversion rate to U.S. dollars will be made in accordance with the operating regulations for international Transactions established by Mastercard through whose facilities such Transactions are handled. The conversion rate may differ from rates in effect on the date of your Transaction. Transactions converted to U.S. dollars by establishments such as airlines will be charged at the rates such establishments use.
13. EFFECT OF AGREEMENT: Even though the sales, cash advance or other slips that you sign or receive using the Card may contain different terms, this Agreement is the sole agreement between us and you that applies to all Transactions involving the Card.
14. ADDITIONAL BENEFITS/CARD ENHANCEMENTS: We may from time to time offer additional services for the Card. Some may be at no additional cost to you or Employer and others may involve a specified fee. You understand that we are not obligated to offer such services and may withdraw or change them at any time.
15. CHANGE IN TERMS: We may amend this Agreement from time to time by giving you written notice. We will consider you to have accepted the changes if you keep or use the Card after you receive our notice. If you do not accept the changes, you may terminate this Agreement by cutting the Card in half and returning the pieces to Employer. You or Employer as applicable will still be responsible for any of your obligations under this Agreement arising before you terminated the Agreement. We may assign the Agreement at any time without notice.
16. RENEWAL, REPLACEMENT AND TERMINATION OF CARD: The Card provided to you will be valid through the expiration date printed on the Card or located in the user interface. We may but are not obligated to provide to you a renewal or replacement of the Card. We reserve the right to cancel your Card at any time with or without cause and without giving you notice, including without limitation in the event Employer requests such cancellation, Employer is unable or unwilling to meet all of its obligations relating to the Card or the Account, or the Program is terminated as to Employer or generally. You also may cancel the Card at any time by contacting T-10 at tminus10-support@synctera.com. The Card remains the property of Bank. If either you or we cancel the Card, you may no longer use the Card and agree to return the Card to Employer or destroy it upon our request. We may inform establishments honoring the Card that the Card has been revoked or canceled. If an establishment that accepts the Card asks you to surrender an expired or canceled card, you must do so.
17. NO WAIVER: We can delay enforcing any of our rights under this Agreement and the law, any number of times, without losing those rights.
18. STATEMENTS AND NOTICES: Employer will have access to statements and notices in the T-10 user interface.
19. WE MAY SELL YOUR ACCOUNT. We may at any time, and without notice to you, sell, assign or transfer the Card, this Agreement, or our rights or obligations to the Card or under this Agreement to any person or entity. The person or entity to whom we make any such sale, assignment or transfer shall be entitled to all of our rights and shall assume our obligations under this Agreement, to the extent sold, assigned or transferred.
20. RECORDINGS OF CONVERSATIONS. You consent to and authorize us, any of our affiliates, our marketing associates, and independent contractors including servicers, vendors and collection agents, to monitor and/or record any of your telephone conversations and other electronic communications with our representatives or the representatives of any of those companies for reasonable business purposes including security and quality assurance. We will not remind you that we may be monitoring or recording a call at the outset of the call unless required by law to do so.

Where you have provided a cell phone number directly to us, you consent and agree to accept servicing calls and text messages to your cell phone from us. For example, we may place calls to you about fraud alerts or amounts you owe us (collection calls) under this Agreement. For any telephone or cell phone calls/communications we place to you, you consent and agree that those calls may be automatically dialed including prerecorded messages or texts. This may include communications from companies working on our behalf to service your Card. Message and data rates may apply.

Communication Revocation: If you do not want to receive automatically dialed communications pursuant to this Agreement, including prerecorded messages or texts, as described above, you must (1) provide us with written notice revoking your prior consent; and (2) in that written notice, include your name as it appears on our records, and the last four digits of your Card number. The notice must be sent to the email address listed below:

tminus10-support@synctera.com

1. ELECTRONIC COMMUNICATIONS. We may be required to provide certain disclosures, notices and communications (collectively ‘Communications’) to you in written form. Pursuant to this Agreement, we will deliver Communications to you in electronic form. Your agreement to these Agreement confirms your ability and consent to receive Communications electronically, rather than in paper form.

You agree and consent to receive electronically all Communications provided to you in connection with the Card and your use of the Card. Communications include: (1) agreements and policies you must agree to in order to use the Card (e.g., this Agreement), including updates to those agreements and policies; (2) Transaction receipts or confirmations; (3) notices; and (4) all other communications or documents related to or about the Card.

Electronic Communications shall be deemed to be received by you upon delivery in the following manner: (1) posting them on or in a website or mobile application associated with the Card or Account; (2) sending them via electronic mail to your email address on file with us; or (3) otherwise communicating them to you via the Program. It is your responsibility to open and review Communications that we deliver to you through the methods described in the preceding sentence. We may, but are not obligated to under this Agreement, provide you with notice of the availability of a Communication that is delivered in one of the methods described in the preceding sentence (for example, by informing you of such Communication through a notification sent to your mobile device). You should maintain copies of electronic Communications by printing paper copies or saving electronic copies, as applicable.

In order to access and retain electronic Communications, you will need to maintain or have access to the following computer hardware and software at your own expense: (1) a computer or mobile device; (2) a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 6.0 and above, Firefox version 2.0 and above, Chrome version 3.0 and above, or Safari 3.0 and above) with cookies enabled; (3) the appropriate mobile application, in the case of Communications delivered through such application; (4) software capable of opening documents in PDF format; (5) access to the valid email address we have on file for you; and, (6) sufficient storage space to save past Communications or a printer to print them. By agreeing to this Agreement, you confirm that you are able to meet the foregoing requirements, and that you can receive, open, and print or save any Communications referenced in this Agreement for your records.

The following additional terms will apply to such electronic Communications: (1) you may contact Employer to request another electronic copy of the electronic Communication without a fee; (2) you may request from Employer a paper copy of such electronic Communication within ninety days of the original Communication issuance date, and we reserve the right to charge a fee to provide such paper copy; (3) you may contact Employer to update your information used for electronic Communications or to withdraw consent to receive electronic Communications; and (4) we reserve the right to terminate your use of the Card if you decline or withdraw consent to receive electronic Communications. You may contact Employer in relation to this Section through the means specified by Employer.

1. GENERAL: To the extent permitted by law, you agree to pay reasonable cost, including attorneys’ fees, in the event we sue you to enforce this Agreement. This Agreement is binding upon your heirs, personal representatives, and successors and if more than one, jointly and severally.
2. GOVERNING LAW. This Agreement is governed by the laws of the State of Delaware (without regard to its conflict of laws principles) and by any applicable federal laws.

Schedule C

Third Party Provider Terms

The following terms apply solely to the extent Client is using the module/service being provided by the Third Party Provider identified below.

Marqeta Terms

T-10 hereby grants Client a restricted license to use certain services provided by Marqeta, Inc. (“Marqeta”), and made available through the Synctera platform, subject to the restrictions and limitations set forth below:

1.Generally. Client may only access and use Marqeta’s proprietary open and closed loop account creation and maintenance services (the “Services”), and the Marqeta system (the “System”) in accordance with this Agreement and these terms, Applicable Law, and the Card Brand Rules (as defined below). Client will be solely responsible for the program management of each Card Program (as defined below), including but not limited to designing and facilitating the marketing and advertising of each Card Program, managing the relationship with each Client and Card Brand, creating applicable Cardholder (as defined below) agreements, providing required user service, Card dispute resolution services, and Card Program due diligence. Client will be responsible for any acts or omissions of its end users and bear the risks of credit losses, load failure’s due to Client’s acts or omissions, chargebacks, fraud or any other losses on the Cards serviced by Marqeta pursuant to this Agreement (collectively, “Card Losses”).

Defined terms in these Marqeta terms shall apply only to these Marqeta terms.

2.Definitions.

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  1. “Aggregated Data” means de-identified Cardholder Data, Transaction Data, or other information collected by Marqeta in connection with Client’s use of the Services that is combined with de-identified data of a similar nature obtained from Marqeta’s other authorized users.
  2. “Applicable Law” means laws, regulations, statutes, codes, rules, orders, licenses, certifications, decrees, standards or written policies, guidelines, directives, or interpretations imposed by any authority, including any Regulator that has or has asserted jurisdiction over the Party or matter in question, that apply to or relate to this Agreement.
  3. “Card” means a prepaid card, debit card, or any other device, technology, or medium that is issued either as a physical card, virtual card, account access device or number containing a primary account number (“PAN”) that is associated with a card account.
  4. “Card Brand” means any operator of a payment card network, such as Visa, Discover, or Mastercard.
  5. “Card Brand Rules” shall mean all such rules, by-laws, and standards of any applicable Card Brand.
  6. “Cardholder” means that that person or entity that is issued a Card.
  7. “Cardholder Data” has the same meaning as cardholder data in the PCI DSS Payment Application Data Security Standards Glossary of Terms, Abbreviations, and Acronyms, which at a minimum, consists of the full primary account number (“PAN”).
  8. “Card Program” means a set of solutions, offerings, and services operated by or on behalf of the Client, in connection with which Marqeta provides the Services and System under the terms of this Agreement.
  9. “Commando Mode” means an optional feature pursuant to which the System makes authorization decisions based on business rules pre-defined by Client in the event that Client fails to respond to a just in time authorization request.
  10. “Documentation” means user manuals and other information that describes the features, functions, and operations of the Services provided to Client.
  11. “JIT” or “Just In Time” means a method that enables Client to automatically authorize or decline Card transactions in real time via Synctera’s API.
  12. “Regulator” means any federal or state governmental authority with supervisory authority over either T-10 or Marqeta, including the applicable Card Brands or Client.
  13. “Transaction Data” means any data, except Cardholder Data, about a transaction initiated with a Card.
  14. Client Instructions. Client will provide T-10 (and Synctera) all materials, information, data, and instructions reasonably required to perform the Marqeta Services (the “Client Instructions”). Client Instructions will be accurate and complete. T-10 may rely on Client Instructions without further inquiry. Client will regularly review Client Instructions for accuracy and completeness and promptly notify T-10 of any changes or errors in such Client Instructions. If Client Instructions include enabling Commando Mode, Client is responsible for all such transactions relating to the Cards, including any losses or complaints.
  15. Card Restrictions. Client will be responsible for establishing, implementing, and enforcing any restrictions or controls on Cards (e.g., spending limits for Cards, restricting the merchants or merchant types at which Cards may be used), which may be managed in whole or in part via the Synctera platform.
  16. Export Restrictions. Client will not export or re-export, or knowingly permit the export or re-export of, the Services, the System, Cards, Documentation, or any other technical information about or incorporated in the Services, the System, or Cards to any country outside of the United States or Canada, unless Client has obtained T-10’s prior written consent and the applicable export license(s).

3.Audit. Client understands and agrees that, in order to ensure compliance with Applicable Law, these terms, and T-10’s obligations under its contract(s) with Synctera, Synctera may conduct periodic reviews of Client’s use of Marqeta Services.

4.Aggregated Data. Marqeta may use and disclose Aggregated Data to the extent not prohibited by Applicable Law. Marqeta will ensure that Aggregated Data is aggregated on a national or regional basis with data from other authorized users such that Client’s (and its Clients and Clients) identity is not discernible from the Aggregated Data.

5.Client Indemnification. Client will indemnify, defend, and hold harmless Marqeta and its officers, directors, employees, and agents, from and against all costs, penalties, fees, assessments, and other losses, including reasonable attorneys’ fees (“Damages”) as a result of any third-party claim or cause of action (“Claim”) arising out of, relating to, or alleging: (i) the gross negligence, willful misconduct, or fraud of Client or any of Client’s personnel or Clients or retail partners, in connection with this Agreement, (ii) the violation of any Applicable Law or Card Brand Rules by any Client’s Clients or retail partner in connection with this Agreement, (iii) any fines, fees, penalties, assessments, or other amounts imposed by, or on, Client or Client, or imposed by any Card Brand in connection with this Agreement, (iv) the business or services of Client, or, when applicable, any Client’s Clients or retail partner.

SOCURE TERMS

RESTRICTED LICENSE. T-10 hereby grants to Client a restricted license to use certain services provided by Synctera, and made available through the T-10 Services, subject to the restrictions and limitations set forth below:

Defined terms in these Socure terms shall apply only to these Socure terms.

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  1. Generally. T-10 hereby grants Client permission to use the Socure data solely for Client’s own internal business purposes. Client shall have a non-exclusive, non-transferable, revocable, personal license to use the API, SDK (if made available by Socure) and associated documentation, solely for internal use and solely in connection with Client’s access to the Services, during the Term. Client represents and warrants that all of Client’s use of Socure data shall be for only legitimate business purposes, including those specified by Client in connection with a specific information request, relating to its business and as otherwise governed by the Agreement. Client shall not use Socure data for marketing purposes or resell or broker Socure data to any third party and shall not use the Socure data for personal (non-business) purposes. Client shall not use the Socure data to provide data processing services to third-parties or evaluate the data of or for third-parties. Client agrees that if T-10 determines or reasonably suspects that continued provision of Socure data to Client entails a potential security risk, or that Client is engaging in marketing activities, reselling, brokering or processing or evaluating the data of or for third-parties, or using the Socure data for personal (non-business) purposes or using the Socure information, Program, computer applications, or data, or is otherwise violating any provision of this Agreement, or any of the laws, regulations, or rules described herein, T-10 may take immediate action, including, without limitation, terminating the delivery of, and the license to use, the Socure data. Client shall not access the Socure data from Internet Protocol addresses located outside of the United States and its territories without T-10’s prior written approval. Client may not use the Socure data to create a competing product. Client shall comply with all laws, regulations and rules which govern the use of the Socure data and information provided therein. T-10 may at any time mask or cease to provide Client access to any Socure data or portions thereof which T-10 may deem, in T-10’s sole discretion, to be sensitive or restricted information. Client shall obtain all necessary consents and approvals required pursuant to applicable laws for the transfer of consumer information to Socure and its vendors and the use of such information by Socure and its vendors in accordance with this Agreement.
  2. GLBA Data. Some of the information contained in the Socure data is “nonpublic personal information,” as defined in the Gramm-Leach-Bliley Act (15 U.S.C. § 6801, et seq.) and related state laws, (collectively, the “GLBA”), and is regulated by the GLBA (“GLBA Data”). Client shall not obtain and/or use GLBA Data through the Socure data, in any manner that would violate the GLBA, or any similar state or local laws, regulations and rules. Client acknowledges and agrees that it may be required to certify its permissible use of GLBA Data falling within an exception set forth in the GLBA at the time it requests information in connection with certain Socure data and will recertify upon request by T-10. Client certifies with respect to GLBA Data received through the Socure data that it complies with the Interagency Standards for Safeguarding Client Information issued pursuant to the GLBA.
  3. DPPA Data. Some of the information contained in the Socure data is “personal information,” as defined in the Drivers Privacy Protection Act (18 U.S.C. § 2721, et seq.) and related state laws, (collectively, the “DPPA”), and is regulated by the DPPA (“DPPA Data”). Client shall not obtain and/or use DPPA Data through the Socure data in any manner that would violate the DPPA. Client acknowledges and agrees that it may be required to certify its permissible use of DPPA Data at the time it requests information in connection with certain Socure data and will recertify upon request by T-10.
  4. Social Security and Driver’s License Numbers. T-10 may in its sole discretion permit Client to access full social security numbers (nine (9) digits) and driver’s license numbers (collectively, “QA Data”). If Client is authorized by T-10 to receive QA Data, and Client obtains QA Data through the Socure data, Client certifies it will not use the QA Data for any purpose other than as expressly authorized by T-10 policies, the terms and conditions herein, and applicable laws and regulations. In addition to the restrictions on distribution otherwise set forth in Paragraph 2 below, Client agrees that it will not permit QA Data obtained through the Socure data to be used by an employee or contractor that is not an Authorized User with an Authorized Use. Client agrees it will certify, in writing, its uses for QA Data and recertify upon request by T-10. Client may not, to the extent permitted by the terms of this Exhibit, transfer QA Data via email or ftp without T-10’s prior written consent. However, Client shall be permitted to transfer such information so long as: 1) a secured method (for example, sftp) is used, 2) transfer is not to any third party, and 3) such transfer is limited to such use as permitted under this Agreement. T-10 may at any time and for any or no reason cease to provide or limit the provision of QA Data to Client.
  5. Fair Credit Reporting Act. The Socure data provided pursuant to these Terms are not provided by “consumer reporting agencies,” as that term is defined in the Fair Credit Reporting Act, (15 U.S.C. §1681, et seq.), (the “FCRA”), and do not constitute “consumer reports” as that term is defined in the FCRA. Accordingly, the Socure data may not be used in whole or in part as a factor in determining eligibility for credit, insurance, employment or another purpose in connection with which a consumer report may be used under the FCRA. Further, (A) Client certifies that it will not use any of the information it receives through the Socure data to determine, in whole or in part an individual’s eligibility for any of the following products, services or transactions: (1) credit or insurance to be used primarily for personal, family or household purposes; (2) employment purposes; (3) a license or other benefit granted by a government agency; or (4) any other product, service or transaction in connection with which a consumer report may be used under the FCRA or any similar state statute, including without limitation apartment rental, check-cashing, or the opening of a deposit or transaction account; (B) by way of clarification, without limiting the foregoing, Client may use, except as otherwise prohibited or limited by these Terms, information received through the Socure data for the following purposes: (1) to verify or authenticate an individual’s identity; (2) to prevent or detect fraud or other unlawful activity; (3) to locate an individual; (4) to review the status of a legal proceeding; (5) to collect a debt, provided that such debt collection does not constitute in whole or in part, a determination of an individual consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes; or (6) to determine whether to buy or sell consumer debt or a portfolio of consumer debt in a commercial secondary market transaction, provided that such determination does not constitute in whole or in part, a determination of an individual consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes; (C) specifically, if Client is using the Socure data in connection with collection of a consumer debt on its own behalf, or on behalf of a third party, Client shall not use the Socure data: (1) to revoke consumer credit; (2) to accelerate, set or change repayment terms; or (3) for the purpose of determining a consumer’s eligibility for any repayment plan; provided, however, that Client may, consistent with the certification and limitations set forth in this section, use the Socure data for identifying, locating, or contacting a consumer in connection with the collection of a consumer’s debt or for prioritizing collection activities; and (D) Client shall not use any of the information it receives through the Socure data to take any “adverse action,” as that term is defined in the FCRA.
  6. MVR Data. If Client is permitted to access Motor Vehicle Records (“MVR Data”) from T-10, without in any way limiting Client’s obligations to comply with all state and federal laws governing use of MVR Data, the following specific restrictions apply and are subject to change: (a) Client shall not use any MVR Data provided by T-10, or portions of information contained therein, to create or update a file that Client uses to develop its own source of driving history information. (b) As requested by T-10, Client shall complete any state forms that T-10 is legally or contractually bound to obtain from Client before providing Client with MVR Data. (c) T-10 (and certain third-party vendors) may conduct reasonable and periodic audits of Client’s use of MVR Data. Further, in response to any audit, Client must be able to substantiate the reason for each MVR Data order.
  7. Retention of Records. For uses of GLB Data, DPPA Data and MVR Data, Client shall maintain for a period of five (5) years a complete and accurate record (including consumer identity, purpose and, if applicable, consumer authorization) pertaining to every access to such data. Client agrees and acknowledges that Socure may retain any data submitted by Client to the Socure System as necessary for business, legal, regulatory and compliance purposes for a period of at least seven (7) years as set forth in Socure’s data retention policy, as amended from time to time, provided such Client data is treated as confidential information so long as held by Socure.

1. SECURITY. Client acknowledges that the information available through the Socure data may include personally identifiable information and it is Client’s obligation to keep all such accessed information confidential and secure. Accordingly, Client shall (a) restrict access to Socure data to those employees who have a need to know as part of their official duties; (b) ensure that none of its employees shall (i) obtain and/or use any information from the Socure data for personal reasons, or (ii) transfer any information received through the Socure data to any party except as permitted hereunder; (c) keep all user identification numbers, and related passwords, or other security measures (collectively, “User IDs”) confidential and prohibit the sharing of User IDs; (d) immediately deactivate the User ID of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination; (e) in addition to any obligations under Paragraph 1, take all commercially reasonable measures to prevent unauthorized access to, or use of, the Socure data, whether the same is in electronic form or hard copy, by any person or entity; (f) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through Socure data as it is being disposed; (g) unless otherwise required by law, purge all information received through the Socure data and stored electronically or on hard copy by Client within ninety (90) days of initial receipt; (h) be capable of receiving the Socure data where the same are provided utilizing “secure socket layer,” or such other means of secure transmission as is deemed reasonable by T-10; (i) not access and/or use the Socure data via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by T-10; and (j) take all steps to protect their networks and computer environments, or those used to access the Socure data, from compromise. Client agrees that on at least a quarterly basis it will review searches performed by its User IDs to ensure that such searches were performed for a legitimate business purpose and in compliance with all terms and conditions herein. Client will implement policies and procedures to prevent unauthorized use of User IDs and the Socure data and will immediately notify T-10, in writing to the T-10 if Client suspects, has reason to believe or confirms that a User ID or the Socure data (or data derived directly or indirectly therefrom) is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose other than legitimate business reasons. Client shall remain solely liable for all costs associated therewith and shall further reimburse T-10 for any expenses it incurs due to Client’s failure to prevent such impermissible use or access of User IDs and/or the Services, or any actions required as a result thereof. In the event that the Socure data provided to the Client include personally identifiable information (including, but not limited to, social security numbers, driver’s license numbers or dates of birth), the following shall apply: Client acknowledges that, upon unauthorized acquisition or access of or to such personally identifiable information, including but not limited to that which is due to use by an unauthorized person or due to unauthorized use (a “Security Event”), Client shall, in compliance with law, notify the individuals whose information was potentially accessed or acquired that a Security Event has occurred, and shall also notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required. Client agrees that such notification shall not reference T-10 or the product through which the data was provided, nor shall T-10 be otherwise identified or referenced in connection with such Security Event, without T-10’s express written consent. Client shall be solely responsible for any other legal or regulatory obligations which may arise under applicable law in connection with such a Security Event and shall bear all costs associated with complying with legal and regulatory obligations in connection therewith. Licensee shall remain solely liable for claims that may arise from such a Security Event, including, but not limited to, costs for litigation (including attorneys’ fees), and reimbursement sought by individuals, including but not limited to, costs for credit monitoring or allegations of loss in connection with such Security Event, and to the extent that any claims are brought against T-10, shall indemnify T-10 from such claims. Client shall provide samples of all proposed materials to notify consumers and any third-parties, including regulatory entities, to T-10 for review and approval prior to distribution. In the event of a Security Event, T-10 may, in its sole discretion, take immediate action, including suspension or termination of Client’s account, without further obligation or liability of any kind.
2. PERFORMANCE. T-10 will use commercially reasonable efforts to deliver the Socure data requested by Client, provided, however, that Client accepts all information “AS IS.” Client acknowledges and agrees that T-10 obtains this data from Socure, which may or may not be completely thorough and accurate, and that Client shall not rely on T-10 for the accuracy or completeness of Socure data supplied through T-10. Without limiting the foregoing, the criminal record data that may be provided as part of the Socure data may include records that have been expunged, sealed, or otherwise have become inaccessible to the public since the date on which the data was last updated or collected. Client understands that Client may be restricted from accessing certain Socure data which may be otherwise available. Socure reserves the right to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of the Socure data.
3. INTELLECTUAL PROPERTY. Client agrees that Client shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the Socure’s information, Program or computer applications. Client acknowledges that T-10 (and/or its third-party data Clients) shall retain all right, title, and interest under applicable contractual, copyright, patent, trademark, trade secret and related laws in and to the Socure Services, API, SDK, and related documentation provided by Socure and the data and information that they provides. Client shall use such materials in a manner consistent with T-10’s interests and the terms and conditions herein, and shall notify T-10 of any threatened or actual infringement of T-10’s rights. Notwithstanding anything in this Agreement to the contrary, Socure may use Client’s search inquiry data used to access the Socure data (in the past or future) for any purpose consistent with applicable federal, state and local laws, rules and regulations.
4. AUDIT. Client understands and agrees that, in order to ensure compliance with the FCRA, GLBA, DPPA, other similar state or federal laws, regulations or rules, regulatory agency requirements, this Agreement, and T-10’s obligations under its contracts with its data Clients and T-10’s internal policies, T-10 may conduct periodic reviews of Client’s use of the Socure data and may, upon reasonable notice, audit Client’s records, processes and procedures related to Client’s use, storage and disposal of Socure data and information received therefrom. Client agrees to cooperate fully with any and all audits and to respond to any such audit inquiry within ten (10) business days, unless an expedited response is required. Violations discovered in any review and/or audit by T-10 will be subject to immediate action including, but not limited to, suspension or termination of the license to use the Socure data, reactivation fees, legal action, and/or referral to federal or state regulatory agencies.
5. FEEDBACK DATA. Where technically enabled and supported by T-10, Client hereby agrees as a condition to using the Services that it will provide on a monthly basis feedback data on prior transactions by providing a periodic batch file to Socure.

MIDDESK TERMS AND CONDITIONS

These terms and conditions (“Middesk Terms and Conditions”) govern Client’s use of the Middesk, Inc. (“Middesk”) screening solutions that T-10 is reselling to Client (“Middesk Servi ces”). Defined terms in these Middesk Terms and Conditions shall apply only to these Middesk Terms and Conditions.

1. RESTRICTIONS AND RESPONSIBILITIES 

1.1 Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Middesk Services or any software, documentation or data related to the Middesk Services (“Software”); modify, translate, or create derivative works based on the Middesk Services or any Software (except to the extent expressly permitted by T-10 or authorized within the Middesk Services); use the Middesk Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

1.2 Further, Client may not remove or export from the United States or allow the export or re-export of the Middesk Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Middesk Terms and Conditions and will be prohibited except to the extent expressly permitted by the terms of these Middesk Terms and Conditions.

1.3 Client represents, covenants and warrants that Client will use the Middesk Services only in compliance with this Agreement and, as applicable, Middesk’s Terms of Service and Privacy Policy which can be found at www.middesk.com (collectively, the “Policies”) and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless Middesk against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client’s use of Middesk Services or Software. Although Middesk has no obligation to monitor Client’s use of the Middesk Services, Middesk may do so and may prohibit any use of the Middesk Services it believes may be (or alleged to be) in violation of the foregoing.

1.4 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Middesk Services, (including through T-10) including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.

2. CONFIDENTIALITY; PROPRIETARY RIGHTS 

2.1 Proprietary Information of Middesk includes non-public information regarding features, functionality and performance of the Service. Client agrees: (i) to take reasonable strict precautions to protect such proprietary information, and (ii) not to use (except for its own internal business purposes) or divulge to any third person any such proprietary information. Client may disclose proprietary information in response to a valid order of a court or other governmental body or as otherwise required by law to be disclosed; provided that, Client gives Middesk sufficient notice to enable the Middesk to take protective measures, and/or in any event only discloses the exact proprietary information, or portion thereof, specifically requested.

2.2 Middesk shall own and retain all right, title and interest in and to (a) the Middesk Services and Software, all improvements, enhancements or modifications thereto, and (b) all intellectual property rights related to any of the foregoing.

2.3 Notwithstanding anything to the contrary, Middesk shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Middesk Services and related systems and technologies (including, without limitation, search input data, information concerning Client’s use of the Services, and data derived therefrom), and Middesk will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Middesk Services and for other development, diagnostic and corrective purposes in connection with the Middesk Services and other Middesk offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3. WARRANTY AND DISCLAIMER

Middesk Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Middesk or by third-party Clients, or because of other causes beyond Middesk’s reasonable control. MIDDESK DOES NOT WARRANT THAT THE MIDDESK SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MIDDESK SERVICES OR SOFTWARE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE MIDDESK SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND MIDDESK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

4. LIMITATION OF LIABILITY

IN NO EVENT WILL MIDDESK’S AGGREGATE LIABILITY AND DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS CLIENT ACTUALLY PAID TO MIDDESK (THROUGH T-10) DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THE LIMITATIONS AND DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF THE THEORY OF LIABILITY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, MIDDESK AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE TO CLIENT WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR INFORMATION OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, RELIANCE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND MIDDESK’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO T-10 FOR THE MIDDESK SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT MIDDESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. THIRD PARTY BENEFICIARIES

Middesk is a third party beneficiary of this Agreement as it relates to these Middesk Terms and Conditions.

6. MISCELLANEOUS 

Middesk may transfer and assign any of its rights and obligations under these Terms and Conditions without Client’s consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind Middesk in any respect whatsoever.

Plaid Terms

T-10 hereby grants Client (and Client’s Clients and Clients) a restricted license to use certain services provided by Plaid Inc. (“Plaid”), and made available through the Synctera platform, subject to the restrictions and limitations set forth below:

Defined terms in these Plaid terms shall apply only to these Plaid terms.

1. Restrictions. Unless Plaid specifically agrees in writing, Client will not, and will not enable or assist any third-party to: (i) attempt to reverse engineer (except as permitted by law), decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Plaid Services (the, “Services”); (ii) modify, translate, or create derivative works based on the Services; (iii) make the Services or information and data of Client’s Clients (such businesses and consumers, the “Clients”) provided to Client via the Services (such information and data, the “Output”) (or any derivative work thereof) available to, or use the Services or Output (or any derivative work thereof) for the benefit of, anyone other than Client; (iv) sell, resell, license, sublicense, distribute, rent or lease any Services or Output to any third-party, or include any Services or Output (or any derivative work thereof) in a service bureau, time-sharing, or equivalent offering; (v) publicly disseminate comparative performance data of the Plaid Services or Plaid-Provided Data (e.g., benchmarking data); or (vi) attempt to create a substitute or similar service through use of, or access to, the Services or Output. Client will use the Services and Output only in compliance with (a) the Client application, and use case and other restrictions agreed to between Synctera and Plaid as applicable to Client, (b) the Plaid developer policies (available at https://www.plaid.com/legal), (c) Plaid’s applicable technical user documentation (available at https://www.plaid.com/docs), and (d) any agreements between Client and Clients (for clarity, including any privacy policy or statement). Notwithstanding anything to the contrary, the Client accepts and assumes responsibility for complying with all applicable laws and regulations in connection with all of Client’s activities involving any Services, Output, or Client data. Client acknowledges and agrees that T-10 and its service providers and vendors (including Plaid) are neither a “consumer reporting agency” nor a “furnisher” of information to consumer reporting agencies under the Fair Credit Reporting Act (“FCRA”) and the Output is not a “consumer report” under the FCRA and cannot be used as or in such. Client represents and warrants that it will not, and will not permit or enable any third-party to, use the Services (including Output) as a or as part of a “consumer report” as that term is defined in the FCRA or otherwise use the Services (including Output) such that the Services (including Output) would be deemed “consumer reports” under the FCRA. Notwithstanding anything to the contrary, Client will be bound by and will only use the Services or Output in compliance with the terms and conditions set forth herein.
2. Secondary Investors. Subject to this Section 2, Client may request that Plaid or T-10 disclose Output or a T-10 product or service incorporating Output (collectively, the “Shared Data”) to Client’s Secondary Investors. “Secondary Investor” means a third-party investor or purchaser of a financial product originated by Client and/or the Client and provided to a Client (e.g., a loan), with which investor or purchaser Plaid maintains a separate technical integration.
   1. Client represents and warrants to Plaid that, before disclosure of Shared Data to any Secondary Investor, Client will provide all required notices to and obtain all required consents (including notices and consents required under applicable law) from the applicable Client with respect to disclosure of Shared Data to such Secondary Investor by Plaid or T-10.
   2. Notwithstanding anything to the contrary: (a) Client is solely responsible for its own relationships with Secondary Investors and with T-10, including any related billing matters, technical support, or disputes; (b) Client will enter into legally binding written agreements with each Secondary Investor that are consistent with this Section 2 and all applicable terms and conditions of these terms, including, without limitation, Section 1 (Restrictions); and (c) Client will remain responsible for compliance by Secondary Investors with all of the terms and conditions of these terms (including, without limitation, terms relating to use of Output or Shared Data).
   3. Client will be fully liable for: (a) any breach by Client of this Section 2, (b) any acts or omissions of Secondary Investors, and (c) any dispute arising among Client, Client, T-10, Secondary Investors, and/or Clients relating to the disclosure or use of Shared Data as contemplated in this Section 2.
3. Privacy and Authorizations. Before any Client engages with the T-10 products or services which include, are derived from, or incorporate the Services, the Client warrants and will ensure that it (a) provides all notices and obtains all consents required under applicable law to enable Plaid to process Client data in accordance with Plaid’s privacy policy (currently available at https://www.plaid.com/privacy) and (b) will not interfere with any Plaid notices to Clients or Plaid’s attempts to obtain consents from Clients required under applicable law to enable Plaid to process Client data in accordance with such Plaid privacy policy. Client will not make representations or other statements with respect to Client data that are contrary to or otherwise inconsistent with T-10’s published privacy policy or any third-party provider’s or vendor’s privacy policy (including Plaid’s).
4. WARRANTY; DISCLAIMER; ENFORCEMENT. THE SERVICES ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF T-10, ANY THIRD PARTY PROVIDER OR VENDOR (INCLUDING PLAID), OR THEIR RESPECTIVE AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY WARRANTY THAT THE SERVICES ARE FREE FROM DEFECTS. NONE OF T-10, ANY THIRD-PARTY PROVIDER OR VENDOR (INCLUDING PLAID) MAKES ANY WARRANTY AS TO THE OUTPUT THAT MAY BE OBTAINED FROM USE OF THE SERVICES. PLAID WILL BE AN INTENDED THIRD-PARTY BENEFICIARY OF THE AGREEMENT BETWEEN T-10 AND CLIENT AND MAY DIRECTLY ENFORCE SUCH AGREEMENT AGAINST CLIENT, WITHOUT T-10’S CONSENT OR PARTICIPATION, BUT SOLELY RELATING TO THE OUTPUT OR SERVICES PROVIDED BY PLAID TO T-10 OR CLIENT.
5. FI Data. Through the T-10 Services or Plaid Services, Client may have access to information about or of Clients provided to Plaid by or through a bank, financial institution, or other data source (each, as designated by Plaid, “FI”, and such information, the “FI Data”).
   1. Client Obligations.
      1. Client Consents. Client will provide all notices and obtain all express consents from each Client as required under applicable laws in connection with Client’s use, storage and other processing of any FI Data (such notices and consents, the “Express Consents”). Express Consents will be clear and conspicuous and will generally specify the categories of FI Data that Client will receive and how Client will use, store and otherwise process it, in addition to any other required disclosures under applicable laws. Client will maintain records (which may include technical logs, screenshots, versions of Express Consents obtained) to demonstrate its compliance with this Section 5(a)(i) and will promptly provide such records to T-10 upon request (it being understood that T-10 will subsequently provide such records to Plaid).
      2. Scope of Access. Client will only access FI Data for which it has obtained Express Consents from the Client for the use case reviewed and permitted by Plaid in writing that is consented to by the applicable Client (such use case, the “Permitted Use Case”). Key factors Plaid will consider during its review include whether the use case is appropriate and useful to provide the Client with the Client application that the Client has enrolled in, whether the Client application provides a direct benefit to the Client, and whether the use case directly supports the development of new or improved product features for the benefit of Clients, and the jurisdiction(s) in which the Client operates and/or stores FI Data. If Client learns that it possesses FI Data that exceeds the scope of the Client’s Express Consents, Client will use industry-standard means to permanently and securely delete (“Delete”) such FI Data.
      3. Data Use. Client will use, store and otherwise process FI Data solely in accordance with the Client’s Express Consents and applicable laws.
      4. Data Disclosure. Client will not disclose, transfer, syndicate or distribute FI Data to any third party (including its Permitted Service Providers) (“Data Sharing”) except in each case with the Client’s Express Consents and in accordance with applicable laws. Notwithstanding anything to the contrary, Client will not sell FI Data.
      5. Data Deletion. Client will promptly Delete any FI Data upon request by the applicable Client; provided that Client may retain copies of FI Data solely to the extent required by applicable laws.
      6. No Attribution. Client will not charge Clients any fees attributable to an FI for (a) access to its FI Data or (b) use of Client’s account with an FI in connection with the Client application. In addition, Client will not publicize its receipt of FI Data from specific FIs under the Bank-Client Agreement or this Section 5 (FI Data).
      7. No Other Access. Client will not “screen scrape” data from FIs or collect a Client’s log-on credentials for FI accounts through the Services. Client will immediately Delete any such Client log-on credentials upon becoming aware that such information is in its possession. Client will maintain records to demonstrate compliance with this Section 1(g) and will provide them to T-10 upon request (it being understood that Synctera will subsequently provide such records to Plaid).
      8. Compliance with Laws. Client will comply with privacy, security and other laws applicable to it, including, as applicable, the Gramm-Leach-Bliley Act, the California Consumer Privacy Act, and all other laws applicable to Client relating to FI Data. Client will not use, store, disclose, or otherwise process any FI Data for any purpose not permitted under such applicable laws.
      9. Information Security Program. Client will maintain a comprehensive written information security program approved by its senior management (“Infosec Program”). The Infosec Program will include administrative, technical and physical measures designed to: (a) ensure the security of FI Data, (b) protect against unauthorized access to or use of FI Data and anticipated threats and hazards to FI Data and (c) ensure the proper disposal of FI Data. The Infosec Program will be appropriate to Client’s risk profile and activities, the nature of the Client application, and the nature of the FI Data received by Client. In any event, the Infosec Program will meet or exceed applicable control objectives captured in industry standards and best practices such as AICPA Trust Service Criteria for Security, NIST 800-53, or ISO 27002 and will comply with applicable laws. Client will use up-to-date antivirus software and anti-malware tools designed to prevent viruses, malware and other malicious code in the Client application or on Client’s systems.
      10. Security Breach Obligations. Client will promptly notify T-10 (and in no event after more than 20 hours) upon becoming aware of any Security Breach, providing a description of all known facts, the types of Clients affected, and any other information that T-10 may reasonably request. Client will reasonably cooperate with T-10 in investigating and remediating Security Breaches. Client will be responsible for the costs of investigating, mitigating, and remediating the Security Breach, including costs of credit monitoring, call centers, support, and other customary or legally required remediation. “Security Breach” means any event that results in, or that a competent senior information technology officer would reasonably suspect has resulted in, or would result in, material unauthorized access, use, disclosure or loss of FI Data or FI Confidential Information (as defined below).
      11. FI Confidential Information. If Plaid or T-10 discloses to Client any confidential or proprietary materials of an FI (such materials, “FI Confidential Information”), such materials will be subject confidentiality provisions that require the Client to protect such information using a reasonable standard of care, which in any event must not be less protective of such information as the standard of care used by the Client to protect its own confidential or proprietary information.
      12. Oversight and Cooperation. Client will promptly provide all reasonably necessary information and cooperation requested by Plaid, T-10, an FI, or any entity with examination, supervision, or other legal or regulatory authority over Plaid, T-10, or an FI. In the event that Plaid or T-10 has a good faith reason to believe that Client is not in material compliance with this Section 5 (FI Data), T-10 will notify Client and, at T-10’s option, Client will promptly provide sufficient documentation to demonstrate such material compliance or submit to a third-party audit by a firm selected from a Plaid approved list of audit firms to verify such compliance. Plaid, T-10 and FIs may also conduct technical or operational assessments of Client, which will be subject to advance notice and will not occur more than once per year unless legally required and materially different in scope from a preceding audit.
      13. Information Sharing. Where required by an FI and to the extent relevant to an Client’s access or use of FI Data from that FI, Plaid, T-10 or Synctera may share with such FI certain information related to Client’s compliance with this Section 5 (FI Data), including with respect to Client’s Infosec Program. Plaid will require that such FI treat any such information in a confidential manner.
      14. Insurance. Clients will maintain insurance coverage appropriate to such Client’s risk profile and activities, the nature of such Client application, and the nature of the FI Data received by such Client; provided that such coverage will be no less than industry standard and will include cybersecurity liability insurance.
      15. Access Frequency. Client will comply with any guidelines provided by Plaid or T-10 regarding Client’s frequency of “batch” pulls of FI Data. Plaid or T-10 may enforce such guidelines in accordance with its standard practices, which may include throttling, suspension or termination of Client’s access.
   2. Suspension. Plaid or T-10 may suspend or terminate Client’s access to the Services or FI Data, in whole or in part, if Plaid or T-10 reasonably believes Client has breached Section 5 (FI Data) or where Client’s use of the Services or FI Data could violate or give rise to liability under any Plaid agreement (including Plaid’s agreement with any FI) or pose a risk of harm, including reputational harm, to any Client, FI, the Services, or Plaid and its affiliates. In addition, an FI may suspend Client’s access to FI Data with respect to such FI.
   3. Indemnity. Client will indemnify, defend and hold harmless each FI, Plaid, and the affiliates of each of the foregoing from any claims, actions, suits, demands, losses, liabilities, damages (including taxes), costs and expenses arising from or in connection with: (a) any Security Breach resulting (i) from Client’s breach of its obligations hereunder and (ii) in unauthorized disclosure of FI Data or (b) Client’s unauthorized or improper use of FI Data in breach of its obligations hereunder (including any unauthorized Data Sharing, transmission, access, display, storage or loss). This Section (c) is not subject to any limitation of liabilities set forth in the Bank-Client Agreement. Each FI is a third-party beneficiary of this Section (c).
   4. Modifications. Client acknowledges that continued access to FI Data provided by certain FIs may require modifications to this Section 5 (FI Data), and Client will accept such modifications to continue accessing or using the Services with respect to such FIs. Plaid will use commercially reasonable efforts to notify Client of the modifications and the effective date of such modifications through communications via Client’s account, email, or other means. If Client objects to the modifications, its exclusive remedy is to cease any and all access and use of the Services as it relates to such FI(s). Continued access or use of such the Services after the effective date of such modifications to this Section 5 (FI Data) will constitute Client’s acceptance of such modifications.
   5. Miscellaneous. In the event of a conflict with any other agreement, the terms and conditions of this Section 5 (FI Data) will govern and prevail. Capitalized terms used in this Section 5 (FI Data) and not otherwise defined will have the meanings ascribed to them in the Agreement. All provisions of this Section 5 (FI Data) will remain in force in the event of this Section 5’s (FI Data) or the Bank-Client Agreement’s termination or expiration.